Xerium Technologies to Be Acquired by Andritz AG for $13.50 Per Share | Financial Buzz

Xerium Technologies to Be Acquired by Andritz AG for $13.50 Per Share

Xerium Technologies, Inc. (NYSE: XRM) and Andritz AG (WBAG: ANDR) today
announced that they have entered into a definitive merger agreement
under which Andritz will acquire Xerium for $13.50 per share in an
all-cash transaction. This price per share represents a premium of
146.8% to the unaffected share price prior to the announcement by Xerium
of a review of strategic alternatives on March 19, 2018. Two of Xerium’s
largest stockholders, Carl Marks Management Company and Wynnefield
Capital, which together represent approximately 20% of Xerium’s
outstanding common stock, have entered into a voting agreement with
Andritz to support the merger.

James Wilson, Chairman of the Xerium Board, said, “This transaction
represents a great outcome for Xerium stockholders, and is a reflection
of the effort and accomplishment of our employees. It is also a major
step forward for the Company’s long-term business competitiveness and
ability to serve customers.”

Mark Staton, Xerium’s President and Chief Executive Officer, said, “We
are very excited about this coming together with Andritz. Their
prestigious reputation in our industry, as well as their true global
scale, provides a compelling opportunity for our own global workforce. I
am convinced that Andritz will be a great long term owner of Xerium.”

Completion of the transaction is subject to approval by Xerium’s
stockholders, regulatory approvals, and other customary closing
conditions. The parties expect to close the transaction during the
second half of 2018.

TN Capital Advisors, LLC (“True North”) served as exclusive financial
advisor to Xerium for this transaction, and Latham & Watkins LLP served
as legal advisor to Xerium.

About Xerium Technologies

Xerium Technologies, Inc. (NYSE: XRM) is a leading global provider of
industrial consumable products and services. Its products and services
are consumed during machine operation by its customers. Xerium operates
around the world under a variety of brand names, and utilizes a broad
portfolio of patented and proprietary technologies to provide customers
with tailored solutions and products integral to production, all
designed to optimize performance and reduce operational costs. With 28
manufacturing facilities in 13 countries around the world, Xerium has
approximately 2,850 employees.

Additional Information and Where to Find It

In connection with the proposed merger, Xerium plans to file with the
Securities and Exchange Commission (“SEC”) and mail or otherwise provide
to its stockholders a proxy statement regarding the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, XERIUM’S STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders
may obtain a free copy of the proxy statement and other documents that
Xerium files with the SEC (when available) from the SEC’s website at www.sec.gov
and the “Investor Relations” section of Xerium’s website at www.xerium.com.
In addition, the proxy statement and other documents filed by Xerium
with the SEC (when available) may be obtained from Xerium free of charge
by directing a request to Investor Relations, Xerium Technologies, Inc.,
14101 Capital Boulevard, Youngsville, NC 27596.

Participants in the Solicitation

This press release does not constitute a solicitation of proxy or an
offer to purchase or a solicitation of an offer to sell any securities.
Xerium and its directors, executive officers and certain employees may
be deemed to be participants in the solicitation of proxies from
Xerium’s stockholders in connection with the proposed merger.
Information about Xerium’s directors and executive officers and their
interests in the proposed merger is set forth in Xerium’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2017, filed with the
SEC on February 28, 2018, as amended by Amendment No. 1 on Form 10-K/A,
filed with the SEC on April 30, 2018. Additional information regarding
the interests of such individuals in the proposed merger will be
included in the proxy statement relating to the proposed merger when it
is filed with the SEC.

Cautionary Statement Regarding Forward-Looking
Statements

Certain statements in this press release that do not relate solely to
historical facts and involve risks and uncertainties or predict or
describe future events or trends are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements include, but are not limited to, statements regarding
Xerium’s future prospects, developments, and business strategies. These
statements may be identified by words such as “believe,” “expect,”
“may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,”
“assume,” “seek to” or other similar expressions or the negative of
these expressions. Actual results may differ materially from those
discussed in forward-looking statements as a result of factors, risks
and uncertainties over many of which Xerium has no control. These
factors, risks and uncertainties include, but are not limited to: the
occurrence of any event, change or other circumstances that could give
rise to the termination of the Merger Agreement; the failure to obtain
the approval of Xerium’s stockholders or required regulatory clearances
or the failure to satisfy any of the other closing conditions to the
Merger; potential disruption of management’s attention from Xerium’s
ongoing business operations due to the Merger; the effect of the
announcement of the Merger on the ability of Xerium to retain and hire
key personnel and maintain relationships with its customers, suppliers
and others with whom it does business, or on its operating results and
business generally; the economic strength and competitive nature of the
geographic markets that Xerium serves; Xerium’s ability to increase
manufacturing capacity and productivity; Xerium’s ability to increase
selling prices during periods of increasing raw material costs; the
impact of foreign currency exchange rate fluctuations; and compliance
with U.S. and foreign laws, including the Foreign Corrupt Practices Act,
as well as the other risks detailed from time to time in Xerium’s
filings with the SEC, including but not limited to, its Annual Report on
Form 10-K for the fiscal year ended December 31, 2017, filed with the
SEC on February 28, 2018, and subsequent SEC filings. You are cautioned
not to place undue reliance on these forward-looking statements. All
forward?looking statements contained in this press release speak only as
of the date on which they were made, and Xerium does not undertake, and
hereby disclaims, any obligation, unless required to do so by applicable
securities laws, to update any forward-looking statements as a result of
new information, future events or other factors.

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