Wynnchurch to take Luxfer (NYSE: LXFR) private in $17.37 all-cash deal
Rhea-AI Filing Summary
Luxfer Holdings PLC agreed to be acquired by Double Eagle Acquisition Buyer, Inc., an affiliate of Wynnchurch Capital, in an all-cash take‑private transaction. Under a court‑sanctioned English law Scheme of Arrangement, Luxfer shareholders will receive $17.37 in cash per ordinary share at the effective time, subject to the agreement’s conditions.
The Luxfer board unanimously approved the transaction and plans, subject to the agreement, to recommend that shareholders vote in favor at the scheme and general meetings. Closing requires shareholder approval, U.K. court sanction, expiration or termination of the Hart‑Scott‑Rodino waiting period and other antitrust/foreign investment clearances, and absence of prohibitive orders, as well as customary accuracy and covenant conditions. The long‑stop End Date is February 26, 2027.
The agreement includes non‑solicitation provisions with a fiduciary out for a Superior Proposal and detailed termination rights. In specified circumstances, Luxfer must pay an $18,000,000 Company Termination Payment, while Buyer must pay a $32,250,000 Buyer Termination Payment if it fails to close after conditions are satisfied or in certain breaches. Wynnchurch-backed equity and committed debt financing are expected to fund the consideration and related obligations, and closing is not subject to a financing condition. Upon completion, Luxfer will become private and its shares will be delisted from the NYSE.
Positive
- Definitive all-cash sale at $17.37 per share provides clear transaction terms for Luxfer shareholders, with board approval and committed financing backing the proposed take‑private deal, subject to shareholder, court and regulatory approvals.
Negative
- None.
Insights
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8-K Event Classification
Key Figures
Key Terms
Scheme of Arrangement regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Company Termination Payment financial
Buyer Termination Payment financial
Voting Agreements regulatory
Emerging growth company regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did Luxfer Holdings PLC (LXFR) announce with Wynnchurch?
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When is the Luxfer–Wynnchurch transaction expected to close?
What termination fees are included in the Luxfer (LXFR) Transaction Agreement?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 1.01. Entry into a Material Definitive Agreement.
Transaction Agreement
On July 26, 2026, Luxfer Holdings PLC, a public limited company (the “Company”), entered into a Transaction Agreement (the “Transaction Agreement”) with Double Eagle Acquisition Buyer, Inc., a Delaware corporation (“Buyer”). Buyer is a newly formed holding company owned by funds managed by Wynnchurch Capital L.P. (“Wynnchurch”). Pursuant to the Transaction Agreement, upon the terms and subject to the conditions set forth therein, Buyer will acquire the entire issued share capital of the Company (the “Transaction”), pursuant to a court sanctioned English law scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme of Arrangement”).
The board of directors of the Company (the “Company Board”) (i) approved and declared the Transaction Agreement, and the transactions contemplated thereby, including the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby fair to and in the best interests of the Company and its shareholders as a whole, (ii) declared that it is advisable and in the best interests of the Company’s shareholders that the Company enter into the Transaction Agreement and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, (iii) directed that an application be made to the High Court of Justice in England and Wales (the “Court”) to seek directions relating to the Scheme of Arrangement and (iv) resolved that it will, subject to the terms and conditions of the Transaction Agreement, recommend that the Company’s shareholders vote in favor of all of the resolutions comprising the Company Shareholder Approval (as defined in the Transaction Agreement) at duly held meetings of such shareholders for such purposes.
Effect on Capital Stock
Upon the terms and subject to the conditions set forth in the Transaction Agreement and the Scheme of Arrangement, at the effective time of the Transaction (the “Effective Time”), all of the ordinary shares, with a par value of £0.50 per share, of the Company (“Company Ordinary Shares”), then outstanding will be transferred from the holders of Company Ordinary Shares (“Company Shareholders”) to Buyer, and the Company Shareholders will be entitled, pursuant to and in accordance with the terms of the Scheme of Arrangement, to receive $17.37 in cash per Company Ordinary Share (the “Consideration”).
Non-Solicitation; Superior Proposal
Subject to certain exceptions, the Company has agreed not to solicit, initiate, knowingly induce, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, relate to or that could reasonably be expected to lead to, an Acquisition Proposal (as defined in the Transaction Agreement), or take certain other restricted actions in connection therewith. Notwithstanding the foregoing, if prior to obtaining the Company Shareholder Approval, the Company receives a bona fide, written Acquisition Proposal that did not result from a material breach of the non-solicitation provisions of the Transaction Agreement that the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Transaction Agreement), and, after consultation with the Company’s outside legal counsel, that the failure to take the following actions would be inconsistent with its fiduciary duties, then the Company may take certain actions to participate in discussions and negotiations and furnish information with respect to such Acquisition Proposal.
Closing Conditions
Consummation of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Transaction Agreement, including (i) obtaining the Company Shareholder Approval, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals and clearance under the antitrust laws and foreign investment laws of certain other jurisdictions, (iii) the absence of certain orders or laws prohibiting the consummation of the Transaction, and (iv) the sanctioning of the Scheme of Arrangement by the Court and the delivery of the Court order to the Registrar of
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Companies in England and Wales. The obligation of each party to consummate the Transaction is also subject to other customary closing conditions, including the absence of a material adverse effect with respect to the Company, the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Transaction Agreement, and compliance in all material respects with the other party’s obligations under the Transaction Agreement.
Termination Rights and Termination Fees
The Transaction Agreement contains certain customary termination rights for the Company and Buyer, including (i) by the mutual written consent of the parties, (ii) if the closing does not occur by February 26, 2027 (the “End Date”), (iii) a court or governmental authority of competent jurisdiction has issued a final and non-appealable order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transaction, (iv) if the Court affirmatively declines or refuses to sanction the Scheme of Arrangement, (v) the meeting of the Company Shareholders to be held as the Court may direct in relation to the Scheme of Arrangement (the “Scheme Meeting”) and the general meeting of the Company Shareholders to be convened in connection with the Scheme of Arrangement (the “Company GM”) have been held and the Company Shareholder Approval has not been obtained, (vi) by Buyer, if the Company Board effects an Adverse Recommendation Change (as defined in the Transaction Agreement) or if the Company materially or intentionally breaches its non-solicitation obligations, (vii) by the Company, if the Company Board effects an Adverse Recommendation Change in respect of a Superior Proposal in accordance with the Transaction Agreement, or (viii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction set forth in the Transaction Agreement to not be satisfied, and such party fails to cure such breach.
Upon termination of the Transaction Agreement in accordance with its terms, under specified circumstances, including (i) by the Company to accept a Superior Proposal or (ii) by Buyer if the Company Board changes, withholds or withdraws its recommendation to the Company Shareholders or the Company materially or intentionally breaches its non-solicitation obligations, in each case, prior to the receipt of the Company Shareholder Approval, the Company will be required to pay Buyer a fee (the “Company Termination Payment”) of $18,000,000. The Company is also required to pay the Company Termination Payment if Buyer terminates the Transaction Agreement due to the failure of the closing date to occur by the End Date and at such time Buyer could have terminated pursuant to the foregoing clause (ii). The Company is also required to pay the Company Termination Payment if (a)(I) the Company or Buyer terminates the Transaction Agreement due to (x) the failure of the closing to occur by the End Date or (y) the failure to obtain the Company Shareholder Approval following the completion of the Scheme Meeting and the Company GM, or (II) Buyer terminates the Transaction Agreement if the Company breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction to not be satisfied and fails to cure such breach, (b) following the execution of the Transaction Agreement, an Acquisition Proposal is made directly to the Company Shareholders or is otherwise publicly disclosed and, in each case of clause (a)(I)(y) or clause (a)(II), not withdrawn within five (5) Business Days prior to any other termination, and (c) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement in respect of such Acquisition Proposal (whether or not such Acquisition Proposal is subsequently consummated), or an Acquisition Proposal is consummated.
If the Company terminates the Transaction Agreement (i) due to Buyer breaching its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction to not be satisfied and fails to cure such breach or (ii) if all conditions to the Transaction have been and continue to be satisfied (subject to customary exceptions), and Buyer fails to consummate the Transaction after receiving written notice from the Company, then Buyer will be required to pay the Company a fee (the “Buyer Termination Payment”) equal to $32,250,000 in cash. Buyer is also required to pay the Buyer Termination Payment if Buyer terminates the Transaction Agreement due to the failure of the closing date to occur by the End Date and at such time the Company could have terminated pursuant to the foregoing clauses (i) or (ii).
Treatment of Company Equity Awards
Pursuant to the Transaction Agreement, the following shall occur as of the Effective Time, contingent upon the occurrence of the Effective Time:
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| (1) | Each option to acquire Company Ordinary Shares granted pursuant to the Company’s Long-Term Umbrella Incentive Plan (the “Company LTIP”) that is outstanding and unexercised immediately prior to the Effective Time (each, a “Company Share Option”), whether vested or unvested, that is subject to only time-based vesting conditions shall (i) become fully vested (to the extent unvested) and (ii) be cancelled and converted into the right to receive an amount in cash equal to the sum of (a) the product of (I) the excess, if any, of the Consideration, over the applicable exercise price per Company Ordinary Share of such Company Share Option, multiplied by (II) the total number of Company Ordinary Shares subject to such Company Share Option immediately prior to the Effective Time and (b) any accrued but unpaid dividend equivalent payments granted in tandem with such Company Share Option (without interest), subject to any applicable tax withholding. |
| (2) | Each Company Share Option underlying a Company PSU Award (as defined below), whether vested or unvested, that is subject to performance-based vesting conditions shall (i) to the extent then unvested, become vested to the extent the performance conditions applicable to such Company Share Option, as determined reasonably and in good faith by the Company Board or the Remuneration Committee of the Company, are achieved based on actual performance results achieved as of the closing date, with the number of Company Ordinary Shares deemed vested in accordance with the foregoing then multiplied by a fraction, (a) the numerator of which is the number of days during the applicable performance period that have elapsed prior to and including the closing date and (b) the denominator of which is the total number of days in such performance period, rounded down to the nearest whole number of shares (such resulting number of shares, the “Earned Shares”), and (ii) be cancelled and converted into the right to receive an amount in cash equal to the sum of (A) the product of (I) the excess, if any, of the Consideration, over the applicable exercise price per Company Ordinary Share of such Company Share Option, multiplied by (II) the total number of Earned Shares and (B) any accrued but unpaid dividend equivalent payments granted in tandem with such Company Share Option (without interest), subject to any applicable tax withholding. Each Company Share Option that has a per-share exercise price that is greater than the Consideration shall be cancelled as of the Effective Time for no consideration. |
| (3) | Pursuant to the Transaction Agreement, effective upon the Effective Time, each award of restricted share units (“RSUs”) in respect of Company Ordinary Shares granted pursuant to the Company LTIP or the Company’s Amended and Restated Non-Executive Directors Equity Incentive Plan that is outstanding immediately prior to the Effective Time that is subject to only time-based vesting conditions (each, a “Company RSU Award”) shall (i) become fully vested and (ii) be cancelled and converted into the right to receive an amount in cash equal to the sum of (a) the product of (I) the Consideration multiplied by (II) the number of Company Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time and (b) any accrued but unpaid dividend equivalent payments granted in tandem with such Company RSU Award (without interest), subject to any applicable tax withholding. |
| (4) | Each award of RSUs granted pursuant to the Company LTIP that is outstanding immediately prior to the Effective Time and is subject to performance-based vesting conditions (each, a “Company PSU Award”) shall (i) become fully vested based on performance conditions applicable to such Company PSU Award measured based on actual performance results achieved as of the closing date, as determined reasonably and in good faith by the Company Board or the Remuneration Committee, with the number of Company Ordinary Shares deemed earned in accordance with the foregoing then multiplied by a fraction, (a) the numerator of which is the number of days during the applicable performance period that have elapsed prior to and including the closing date and (b) the denominator of which is the total number of days in such performance period, rounded down to the nearest whole number of shares (such resulting number of shares, the “Earned PSUs”), and (ii) be cancelled and converted into the right to receive an amount in cash equal to the sum of (A) the product of (I) the Consideration multiplied by (II) the number of Earned PSUs and (B) any accrued but unpaid dividend equivalent payments granted in tandem with such Company PSU Award (without interest), subject to any applicable tax withholding. |
Other Terms of the Transaction Agreement
The Company and Buyer have each made customary representations, warranties and covenants in the Transaction Agreement. Among other things, the Company has agreed, subject to certain exceptions, from the date of
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the Transaction Agreement until the earlier to occur of the termination of the Transaction Agreement in accordance with its terms and the Effective Time, (i) to conduct its business in all material respects in the ordinary course, and (ii) not to take certain actions prior to the Effective Time without the prior written consent of Buyer (not to be unreasonably withheld, delayed or conditioned).
If the Transaction is consummated, the Company Ordinary Shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
The foregoing summary of the Transaction Agreement and the transactions contemplated thereby, including the Transaction, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement attached hereto as Exhibit 2.1, and incorporated herein by reference.
The Transaction Agreement has been attached as an exhibit hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or Buyer or their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Transaction. The representations, warranties and covenants contained in the Transaction Agreement were made only for purposes of the Transaction Agreement as of the specific dates therein, were made solely for the benefit of the parties to the Transaction Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Transaction Agreement instead of establishing these matters as facts, to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time and investors should not rely on them as statements of fact. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Transaction Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures. The Transaction Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company and Buyer and the transactions contemplated by the Transaction Agreement that will be contained in or attached as an annex to the proxy statement that the Company will file in connection with the transactions contemplated by the Transaction Agreement and the Voting Agreement, as well as in the other filings that the Company will make with the Securities and Exchange Commission (the “SEC”).
Financing Commitments
Buyer has obtained an equity financing commitment from a fund managed by Wynnchurch and a debt financing commitment from funds managed by an institutional lender for the Transaction, the aggregate proceeds of which will be sufficient for Buyer to pay the aggregate Consideration, any amounts required to repay the Company’s existing indebtedness as set forth in the Transaction Agreement, and all related fees and expenses of Buyer in connection with the transactions contemplated by the Transaction Agreement. The obligations of the equity investor to provide equity financing under the equity commitment letter are subject to customary conditions and the obligations of the lenders to provide debt financing under the debt commitment letter are subject to customary conditions. The consummation of the Transaction is not subject to any financing condition.
The equity investor has also provided a guarantee in favor of the Company, to guarantee, subject to certain limitations set forth therein (including the satisfaction or waiver of certain of the conditions set forth in the Transaction Agreement), the payment by Buyer of the Buyer Termination Payment and certain indemnity and reimbursement obligations of Buyer to the extent payable by Buyer in accordance with the terms of the Transaction Agreement.
Voting Agreements
Concurrent with the execution of the Transaction Agreement, Buyer entered into Voting Agreements with certain executive officers of the Company, solely in their capacity as Company Shareholders providing that, among other things, subject to the terms and conditions set forth therein, such Company Shareholders will support the Transaction and the transactions contemplated thereby, including by voting their Company Ordinary Shares in favor of the Scheme of Arrangement at the Scheme Meeting and the shareholder resolution at the Company GM.
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Item 8.01. Other Events.
On July 27, 2026, the Company issued a press release announcing the entry into the Transaction Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein. On July 27, 2026, Wynnchurch issued a press release announcing the entry into the Transaction Agreement. A copy of the press release is attached as Exhibit 99.2 and is incorporated by reference herein.
Additional Information about the Transaction and Where to Find It
In connection with the proposed Transaction between the Company and Buyer, the Company will file with the SEC a proxy statement on Schedule 14A. Additionally, the Company may file other relevant materials with the SEC in connection with the proposed Transaction. Investors and securityholders of the Company are urged to read the proxy statement (which will include notices convening the Scheme Meeting and the Company GM and an explanatory statement in respect of the Scheme of Arrangement of the Company, in accordance with the requirements of the U.K. Companies Act 2006) and any other relevant materials filed or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents incorporated by reference therein, carefully and in their entirety when they become available because they contain or will contain important information about the proposed Transaction and related matters. The definitive version of the proxy statement will be mailed or otherwise made available to the Company’s securityholders. Investors and securityholders will be able to obtain a copy of the proxy statement (when it is available) as well as other filings containing information about the proposed Transaction that are filed by the Company with the SEC, free of charge on EDGAR at www.sec.gov, on the investor relations page of the Company’s website at https://www.luxfer.com/investors, or by contacting the Company’s investor relations department at Investor.Relations@Luxfer.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company Shareholders in respect of the Transaction. Information about the Company’s directors and executive officers is set forth in the proxy statement for the Company’s 2026 Annual General Meeting, which was filed with the SEC on April 30, 2026. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the proxy statement and other relevant materials to be filed with the SEC in respect of the proposed Transaction when they become available.
Cautionary Note Regarding Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including with respect to the proposed acquisition of the Company, and readers are cautioned not to place undue reliance on such statements. Such forward-looking statements include, but are not limited to, the ability of Buyer and the Company to complete the transactions contemplated by the Transaction Agreement, including statements about the Transaction, statements about the expected timetable for completing the Transaction, the Company’s beliefs and expectations and statements about the benefits sought to be achieved in the proposed acquisition, and the potential effects of the acquisition on the Company. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed Transaction will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.
Risks and uncertainties include, but are not limited to, uncertainties as to the timing of the proposed Transaction; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the proposed Transaction contained in the Transaction Agreement may not be satisfied or waived (including, but not limited to, the failure to obtain the Company Shareholder Approval and the failure to obtain the sanction of the Court); the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction Agreement; the effects of disruption from the transactions contemplated by the Transaction Agreement and the impact of the announcement and pendency of the Transaction on the Company’s business, including its ability to retain and hire key personnel and maintain relationships with customers; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company Ordinary Shares; the risk of any unexpected costs or expenses resulting from the Transaction; the risk that shareholder
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litigation in connection with the Transaction may result in significant costs of defense, indemnification and liability; and other risks related to the Company’s business.
The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s other filings with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 2.1* | Transaction Agreement, dated as of July 26, 2026, by and between Luxfer Holdings PLC and Double Eagle Acquisition Buyer, Inc. | |
| 99.1 | Press Release of Luxfer Holdings PLC, dated July 27, 2026. | |
| 99.2 | Press Release of Wynnchurch Capital, L.P., dated July 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) and Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUXFER HOLDINGS PLC | ||
| Date: July 27, 2026 | By: | /s/ Benjamin M. Coulson |
| Name: | Benjamin M. Coulson | |
| Title: | Corporate Controller & Company Secretary | |
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Exhibit 99.1
LUXFER ENTERS INTO AGREEMENT TO BE ACQUIRED FOR $17.37 PER SHARE
IN ALL-CASH TRANSACTION
RIVERSIDE, CA, July 27, 2026 -- Luxfer Holdings PLC (NYSE: LXFR), a global industrial company innovating niche applications in materials engineering, today announced that it has entered into a definitive agreement to be acquired by affiliates of Wynnchurch Capital, L.P. (“Wynnchurch”) in an all-cash transaction.
| Transaction Overview |
Under the terms of the agreement, which has been unanimously approved by the directors in attendance at a meeting of Luxfer’s Board of Directors, Luxfer shareholders will receive $17.37 per ordinary share in cash.
The purchase price represents:
| ● | ~30.7% premium to Luxfer’s closing share price of $13.29 on April 28, 2026, the last trading day prior to Luxfer’s first quarter 2026 earnings release, when Luxfer announced an active strategic review. |
| Management Comments |
“Over the past several years, we have strengthened Luxfer through disciplined operational execution, enhanced our positions in attractive end markets and invested in differentiated technologies. These actions have improved profitability, created a stronger business and positioned Luxfer for long-term success.
We believe this transaction delivers compelling value for our shareholders while providing an excellent opportunity for our employees, customers and partners to continue building on Luxfer’s legacy of innovation.”
Andy Butcher, Chief Executive Officer - Luxfer
“Luxfer is a differentiated advanced materials company with leading technical capabilities, deep metallurgical expertise and mission-critical products serving attractive aerospace, defense and demanding industrial end markets. We have tremendous respect for the business and management team and look forward to supporting the Company with long-term capital, operational resources and sector expertise.”
Greg Gleason, Managing Partner – Wynnchurch
“We see meaningful opportunities to invest in innovation, operational excellence, automation, capacity expansion and commercial growth across both of Luxfer’s segments. We also believe the Company is well positioned to pursue complementary acquisitions that can broaden its capabilities, product portfolio and geographic reach.”
Brian Riordan, Managing Director – Wynnchurch
| Transaction Information |
The transaction is currently expected to be completed prior to the end of 2026, subject to approval of Luxfer shareholders, receipt of regulatory approvals and customary closing conditions. The transaction is not subject to financing conditions.
Until the transaction is completed, Luxfer will, subject to the terms of the definitive agreement, continue to operate in the ordinary course of business, serving its customers, supporting its employees and executing its strategic priorities.
Upon completion of the transaction, Luxfer will become a privately held company, and its ordinary shares will no longer be listed on the New York Stock Exchange.
Deutsche Bank Securities Inc. is acting as exclusive financial advisor to Luxfer, and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to Luxfer. Lazard is acting as exclusive financial advisor to Wynnchurch, and Kirkland & Ellis LLP is acting as legal advisor to Wynnchurch.
| Second Quarter 2026 Financial Results Announcement |
Luxfer expects to report its second quarter 2026 financial results on Tuesday, July 28, 2026, after the closing of the New York Stock Exchange.
In light of the pending transaction, Luxfer will not host an investor conference call or webcast to discuss its second quarter 2026 financial results.
About Luxfer
Luxfer is a global industrial company innovating niche applications in materials engineering. Using its broad array of proprietary technologies, Luxfer focuses on value creation, customer satisfaction, and demanding applications where technical know-how and manufacturing expertise combine to deliver a superior product. Luxfer’s high-performance materials, components, and high-pressure gas containment devices are used in defense and emergency response, clean energy, healthcare, transportation, and specialty industrial applications. For more information, please visit www.luxfer.com. Luxfer is listed on the New York Stock Exchange and its ordinary shares trade under the symbol LXFR.
About Wynnchurch Capital, L.P. (“Wynnchurch”)
Wynnchurch Capital, L.P. is a leading middle-market private equity investment firm that has been investing in industrial businesses for more than 25 years. Wynnchurch is currently investing out of its sixth private equity fund and manages approximately $9.1 billion of assets under management. The firm’s strategy is to partner with
middle-market companies that possess the potential for substantial growth and profit improvement. Wynnchurch specializes in recapitalizations, growth capital, management buyouts, corporate carve-outs, and restructurings. Recent exits include the pending sale of FloWorks to Ferguson Enterprises Inc. (NYSE: FERG) in a transaction valued at approximately $1.6 billion and sale of Labrie Environmental Group to Hiab Corporation (Nasdaq Helsinki: HIAB) in a transaction valued at approximately $1.035 billion. Recent investments include MSHS Pacific Power Group, Sterno, NABRICO Marine Products, Charter Industries, and Astro Shapes. For more information, please visit: www.wynnchurch.com or follow on LinkedIn.
Additional Information
In connection with the proposed transaction between Luxfer and Wynnchurch, Luxfer will file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A. Additionally, Luxfer may file other relevant materials with the SEC in connection with the proposed transaction. Investors and securityholders of Luxfer are urged to read the proxy statement (which will include notices convening the scheme meeting and the general meeting of Luxfer’s shareholders to be convened in connection with the scheme of arrangement, and an explanatory statement in respect of the scheme of arrangement of Luxfer, in accordance with the requirements of the U.K. Companies Act 2006) and any other relevant materials filed or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents incorporated by reference therein, carefully and in their entirety when they become available because they contain or will contain important information about the proposed transaction and related matters. The definitive version of the proxy statement will be mailed or otherwise made available to Luxfer’s securityholders. Investors and securityholders will be able to obtain a copy of the proxy statement (when it is available) as well as other filings containing information about the proposed transaction that are filed by Luxfer with the SEC, free of charge on EDGAR at www.sec.gov, on the investor relations page of Luxfer’s website at https://www.luxfer.com/investors, or by contacting Luxfer’s investor relations department at Investor.Relations@Luxfer.com.
Participants in the Solicitation
Luxfer and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Luxfer’s shareholders in respect of the transaction. Information about Luxfer’s directors and executive officers is set forth in the proxy statement for Luxfer’s 2026 Annual General Meeting, which was filed with the SEC on April 30, 2026. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the proxy statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including with respect to the proposed acquisition of Luxfer, and readers are cautioned not to place undue reliance on such statements. Such forward-looking statements include, but are not limited to, the ability of Wynnchurch and Luxfer to complete the transactions contemplated by the transaction agreement, including statements about the transaction, statements about the expected timetable for completing the transaction, Luxfer’s beliefs and expectations and statements about the benefits sought to be achieved in the proposed acquisition, and the potential effects of the acquisition on Luxfer. These statements are based upon the current beliefs and expectations of Luxfer’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks
or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.
Risks and uncertainties include, but are not limited to, uncertainties as to the timing of the proposed transaction; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the proposed transaction contained in the transaction agreement may not be satisfied or waived (including, but not limited to, the failure to obtain shareholder approval and the failure to obtain the sanction of the High Court of Justice in England and Wales); the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the effects of disruption from the transactions contemplated by the transaction agreement and the impact of the announcement and pendency of the transactions on Luxfer’s business, including its ability to retain and hire key personnel and maintain relationships with customers; the risk that any announcements relating to the transaction could have adverse effects on the market price of Luxfer’s ordinary shares; the risk of any unexpected costs or expenses resulting from the transaction; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; and other risks related to Luxfer’s business.
Luxfer undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Luxfer’s Annual Report on Form 10-K for the year ended December 31, 2025 and Luxfer’s other filings with the SEC.
Contact Info:
Kevin Cornelius Grant
Vice President of Investor Relations and Business Development
Kevin.Grant@Luxfer.com
Exhibit 99.2
Wynnchurch Capital to Acquire Luxfer Holdings PLC
in Take-Private Transaction
Rosemont, IL – July 27, 2026 – Wynnchurch Capital, L.P. (“Wynnchurch”) and Luxfer Holdings PLC (NYSE: LXFR) (“Luxfer” or the “Company”) today announced that they have entered into a definitive agreement under which an affiliate of Wynnchurch will acquire Luxfer in an all-cash transaction. Upon completion of the transaction, Luxfer will become a privately held company.
Luxfer is a global manufacturer of highly engineered advanced materials and components serving aerospace, defense and other mission-critical end markets. The Company operates through two market-leading segments, Elektron and Gas Cylinders, and maintains longstanding relationships with a diversified, blue-chip customer base.
“This transaction delivers compelling and certain value to our shareholders while positioning Luxfer for its next phase of growth,” said Andy Butcher, Chief Executive Officer of Luxfer. “Wynnchurch understands technically complex industrial businesses and shares our commitment to Luxfer’s employees, customers and long-term growth. We look forward to partnering with the Wynnchurch team as we begin this next chapter as a private company.”
“Luxfer is a differentiated advanced materials company with leading technical capabilities, deep metallurgical expertise and mission-critical products serving attractive aerospace, defense and demanding industrial end markets,” said Greg Gleason, Managing Partner at Wynnchurch. “We have tremendous respect for the business and management team and look forward to supporting the Company with long-term capital, operational resources and sector expertise.”
Brian Riordan, Managing Director at Wynnchurch, added, “We see meaningful opportunities to invest in innovation, operational excellence, automation, capacity expansion and commercial growth across both of Luxfer’s segments. We also believe the Company is well positioned to pursue complementary acquisitions that can broaden its capabilities, product portfolio and geographic reach.”
The transaction is currently expected to be completed prior to the end of 2026, subject to approval of Luxfer shareholders, receipt of regulatory approvals and customary closing conditions.
Lazard is acting as financial advisor to Wynnchurch, and Kirkland & Ellis LLP is acting as legal advisor to Wynnchurch. Deutsche Bank Securities Inc. is acting as exclusive financial advisor to Luxfer, and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to Luxfer.
About Luxfer:
Luxfer is a global industrial company innovating niche applications in materials engineering. Using its broad array of proprietary technologies, Luxfer focuses on value creation, customer satisfaction, and demanding applications where technical know-how and manufacturing expertise combine to deliver a superior product. Luxfer’s high-performance materials, components, and high-pressure gas containment devices are used in defense and emergency response, clean energy, healthcare, transportation, and specialty industrial applications. For more information, please visit www.luxfer.com. Luxfer is listed on the New York Stock Exchange and its ordinary shares trade under the symbol LXFR.
About Wynnchurch Capital:
Wynnchurch Capital, L.P. is a leading middle-market private equity investment firm that has been investing in industrial businesses for more than 25 years. Wynnchurch is currently investing out of its sixth private equity fund and manages approximately $9.1 billion of assets under management. The firm’s strategy is to partner with middle-market companies that possess the potential for substantial growth and profit improvement. Wynnchurch specializes in recapitalizations, growth capital, management buyouts, corporate carve-outs, and restructurings. Recent exits include the pending sale of FloWorks to Ferguson Enterprises Inc. (NYSE: FERG) in a transaction valued at approximately $1.6 billion and sale of Labrie Environmental Group to Hiab Corporation (Nasdaq Helsinki: HIAB) in a transaction valued at approximately $1.035 billion. Recent investments include MSHS Pacific Power Group, Sterno, NABRICO Marine Products, Charter Industries, and Astro Shapes. For more information, please visit: www.wynnchurch.com or follow us on LinkedIn.
Additional Information
In connection with the proposed transaction between Luxfer and Wynnchurch, Luxfer will file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A. Additionally, Luxfer may file other relevant materials with the SEC in connection with the proposed transaction. INVESTORS AND SECURITYHOLDERS OF LUXFER ARE URGED TO READ THE PROXY STATEMENT (WHICH WILL INCLUDE NOTICES CONVENING THE SCHEME MEETING AND THE GENERAL MEETING OF LUXFER’S SHAREHOLDERS TO BE CONVENED IN CONNECTION WITH THE SCHEME OF ARRANGEMENT, AND AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT OF LUXFER, IN ACCORDANCE WITH THE REQUIREMENTS OF THE U.K. COMPANIES ACT 2006) AND ANY OTHER RELEVANT MATERIALS FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE MATERIALS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The definitive version of the proxy statement will be mailed or otherwise made available to Luxfer’s securityholders. Investors and securityholders will be able to obtain a copy of the proxy statement (when it is available) as well as other filings containing information about the proposed transaction that are filed by Luxfer with the SEC, free of charge on EDGAR at www.sec.gov, on the investor relations page of Luxfer’s website at https://www.luxfer.com/investors, or by contacting Luxfer’s investor relations department at Investor.Relations@Luxfer.com.
Participants in the Solicitation
Luxfer and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Luxfer’s shareholders in respect of the transaction. Information about Luxfer’s directors and executive officers is set forth in the proxy statement for Luxfer’s 2026 Annual General Meeting, which was filed with the SEC on April 30, 2026. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the proxy statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Forward-Looking Statements
This release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Examples of such forward-looking statements include but are not limited to: (i) statements regarding the Company’s results of operations and financial condition; (ii) statements of plans, objectives or goals of the Company or its management, including those related to financing, products, or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “forecasts,” and “plans,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such
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statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. The Company cautions that several important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed in such forward-looking statements. These factors include but are not limited to: (i) demand conditions in our end markets, including customer inventory cycles and regulatory developments; (ii) customer concentration and changes in purchasing behavior; (iii) competitive pressures and pricing dynamics; (iv) global economic, geopolitical, trade and tax developments, including tariffs, export controls and other trade measures; (v) supply chain disruption, raw material and energy cost volatility, and availability of critical inputs; (vi) foreign currency fluctuations and hedging effectiveness; (vii) environmental, health and safety, climate-related and other regulatory requirements; (viii) product liability, warranty, recall and litigation risks; (ix) cybersecurity threats, data protection obligations and evolving disclosure requirements; (x) our ability to protect intellectual property and successfully innovate; (xi) pension obligations and related regulatory requirements; (xii) operational disruptions, labor relations and workforce availability; (xiii) our ability to successfully execute acquisitions and strategic initiatives; and (xiv) our level of indebtedness, financing arrangements and covenant compliance. The Company cautions that the foregoing list of important factors are not exhaustive. These factors are more fully discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission on February 24, 2026. When relying on forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and events. Forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update or revise any such statement, whether because of new information, future events, or otherwise.
For new investment opportunities, please contact:
| Mike Teplitsky | Scott Fitch |
| Partner | Partner |
| mteplitsky@wynnchurch.com | sfitch@wynnchurch.com |
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