免费吃瓜

CHARLOTTE, N.C.,听Dec. 13, 2021听// --听免费吃瓜, Inc. (NYSE: FLOW), a leading provider of process solutions for the nutrition, health and industrial markets, announced today it entered into an agreement to be acquired by an affiliate of Lone Star Funds ("Lone Star") in an all-cash transaction valued at听$3.8 billion, including the assumption of debt.

The purchase price represents a premium of nearly 40% over 免费吃瓜's closing stock price on听July 16, 2021, the last trading day prior to the publication of an article in the听July 19, 2021, edition of听The听Wall Street Journal听stating that the Company received an unsolicited purchase offer.

"We are pleased to have reached this agreement with听Lone Star, which is the result of a comprehensive review of alternatives, including a robust sale process, conducted by our Board in consultation with independent advisors," said听Robert F. Hull, Jr., Chairman of the 免费吃瓜 Board of Directors. "As part of the process, 免费吃瓜 held discussions with multiple strategic and financial parties and evaluated the transaction against the Company's standalone prospects, performance and outlook.听We believe this transaction is the right path forward and achieves our goal of maximizing value for 免费吃瓜 shareholders."

"免费吃瓜 has transformed its business and made important progress executing against our strategic plans, and we believe this transaction with听Lone Star听is an exciting culmination of those efforts for our shareholders," said听Marc Michael, 免费吃瓜 President and CEO. "In Lone Star, we have a partner that brings additional perspective and expertise to support the continued implementation of our strategic initiatives as we deliver reliable outcomes for customers and provide them the high-quality products and services they expect from us. This transaction is a testament to the achievements of our employees, and I would like to thank them for all they do to make 免费吃瓜 the premier process solutions company. We look forward to working with听Lone Star听to complete the transaction and delivering significant, immediate and certain value to our shareholders."

"We are excited about the opportunity to partner with 免费吃瓜," said听Donald Quintin, President, Lone Star Opportunity Funds. "This acquisition is consistent with听Lone Star's听strategy to invest in businesses with substantial runway for growth. We have great respect for 免费吃瓜's talented employees and their commitment to innovation and serving customers. We look forward to working with Marc and the entire team to help advance 免费吃瓜's strategy and capture the opportunities ahead."

Transaction Details

The transaction was unanimously approved by the 免费吃瓜 Board of Directors and is expected to close in H1 2022, subject to receipt of certain regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as well as 免费吃瓜 shareholder approval and other customary closing conditions. The transaction is not subject to a financing condition.

Upon completion of the transaction, 免费吃瓜 will become a privately held company and 免费吃瓜's shares will no longer trade on The New York Stock Exchange.

As a condition to the transaction, 免费吃瓜 has agreed to suspend payment of its quarterly dividend, effective immediately.

Advisors

Morgan Stanley & Co. LLC is serving as exclusive financial advisor to 免费吃瓜 and Winston & Strawn LLP is serving as its legal advisor. Citi, RBC Capital Markets, LLC, and BofA Securities Inc. are serving as financial advisors to听Lone Star, and听Gibson, Dunn & Crutcher LLP and Kirkland & Ellis LLP are serving as legal advisors.

免费吃瓜 免费吃瓜, Inc.

Based in听Charlotte, N.C., 免费吃瓜, Inc. (NYSE: FLOW) improves the world through innovative and sustainable solutions. The company's product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of nutrition, health and precision solutions markets. 免费吃瓜 had approximately听$1.4 billion听in 2020 annual revenues and has operations in more than 30 countries and sales in more than 140 countries. To learn more about 免费吃瓜, please visit听.

免费吃瓜听Lone Star

Lone Star, founded by听John Grayken, is a leading private equity firm advising funds that invest globally in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995,听Lone Star听has organized 21 private equity funds with aggregate capital commitments totaling approximately听$85 billion. The firm organizes its funds in three series: the Commercial Real Estate Fund series; the Opportunity Fund series; and the U.S. Residential Mortgage Fund series.听Lone Star听invests on behalf of its limited partners, which include institutional investors such as pension funds and sovereign wealth funds, as well as foundations and endowments that support medical research, higher education, and other philanthropic causes. For more information regarding Lone Star Funds, go to听.

Additional Information 免费吃瓜 the Acquisition and Where to Find it

This communication is being made in respect of the proposed transaction involving 免费吃瓜 and听Lone Star. A stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed merger. 免费吃瓜 expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed merger. The definitive proxy statement will be sent to the stockholders of 免费吃瓜 and will contain important information about the proposed transaction and related matters. INVESTORS OF 免费吃瓜 ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT 免费吃瓜,听LONE STAR, AND THE PROPOSED MERGER. Investors may obtain a free copy of these materials and other documents (when they are available) filed by 免费吃瓜 with the SEC at the SEC's website at听, at 免费吃瓜's website听听or听Scott Gaffner, Vice President, Investor Relations and Strategic Insights, 免费吃瓜, 13320 Ballantyne Corporate Place,听Charlotte, North Carolina听28277.

Participation in the Solicitation

免费吃瓜 and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of 免费吃瓜's stockholders in connection with the proposed merger will be set forth in 免费吃瓜's definitive proxy statement for its stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed merger will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed merger.

Forward-Looking Statements

All statements made in this release, other than statements of historical fact, are or may be deemed to be forward-looking statements. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these statements will be achieved. These statements are based on current plans and expectations of 免费吃瓜 and involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be obtained途 (2) the transaction may involve unexpected costs, liabilities or delays途 (3) the business of 免费吃瓜 may suffer as a result of uncertainty surrounding the transaction途 (4) the outcome of any legal proceedings related to the transaction途 (5) 免费吃瓜 may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors途 (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement途 (7) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction途 (8) the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the transaction途 and (9) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. If the transaction is consummated, the 免费吃瓜's stockholders will cease to have any equity interest in 免费吃瓜 and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of 免费吃瓜 are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended听December 31, 2020, which are available on the SEC's website at听. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.

免费吃瓜 Contacts

Investor Contact:
Scott Gaffner
VP, Investor Relations and Strategic Insights
704-752-4485
Investor@免费吃瓜.com

Media Contact:
Melissa Buscher
Chief Communications & Marketing Officer
704-449-9187
Melissa.buscher@免费吃瓜.com听

Lone Star Contact:
Christina Pretto
Managing Director, Communications and Public Affairs
212-849-9662
mediarelations@lonestarfunds.com听

SOURCE 免费吃瓜, Inc.