LUXFER HOLDINGS PLC

DEFM14A 1 ea0303080-02.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 14A ______________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a -12 LUXFER HOLDINGS PLC (Name of Registrant as Specified In Its Charter) _______________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☒ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 . Table of Contents LUXFER HOLDINGS PLC Lumns Lane, Manchester, M27 8LN, United Kingdom TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Luxfer Shareholder: You are cordially invited to attend two meetings of the shareholders of Luxfer Holdings PLC, a public limited company incorporated under the laws of England and Wales (“ Luxfer ” or the “ Company ”), which will be held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP (“ Fried Frank ”) located at 100 Bishopsgate, London EC2N 4AG. The first, a meeting of the holders of ordinary shares, with a par value of £0.50 per share, of the Company (“ Company Ordinary Shares ” and such holders, the “ Company Shareholders ”) (and any adjournment or postponement thereof) convened with the permission of the High Court of Justice in England and Wales (the “ Court ”) (the “ Scheme Meeting ”), is to be held on November 4, 2026 at 11:15 a.m. (UK time), and the second, the general meeting of the Company Shareholders (and any adjournment or postponement thereof), is to be held on November 4, 2026 at 11:30 a.m. (UK time) (the “ Company GM ” and together with the Scheme Meeting, the “ Meetings ”), or, if the Scheme Meeting has not concluded by November 4, 2026, at 11:30 a.m. (UK time), as soon as possible after the conclusion of the Scheme Meeting. As previously announced, on July 26, 2026, Double Eagle Acquisition Buyer, Inc., a Delaware corporation (the “ Buyer ”), entered into a Transaction Agreement (the “ Transaction Agreement ”) with Luxfer pursuant to which Buyer will acquire the entire issued share capital of Luxfer (the “ Transaction ”), pursuant to a court sanctioned English law scheme of arrangement under Part 26 of the Companies Act 2006 (the “ Scheme of Arrangement ”). Buyer is a newly formed holding company owned by funds managed by Wynnchurch Capital, L.P. (“ Wynnchurch ”). The Transaction Agreement provides for the implementation of the Scheme of Arrangement pursuant to which Buyer will acquire all of Luxfer’s issued share capital then outstanding as of the time that a Court order sanctioning the Scheme of Arrangement has been delivered to the Registrar of Companies in England and Wales (the “ Effective Time ”). At the Effective Time, all of the Company Ordinary Shares then outstanding will be transferred from the 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 ”). At the Scheme Meeting you are being asked to consider and, if thought fit, vote on a proposal to approve the Scheme of Arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Court at the Scheme Meeting (the “ Scheme Proposal ”). At the Company GM, you are being asked to consider and vote on proposals (i) authorizing the Board of Directors of the Company (the “ Company Board ”) to take all actions as it considers necessary to facilitate the implementation of the Transaction and/or the Scheme of Arrangement and to amend the Company’s articles of association, as amended (the “ Company Articles of Association ”) for purposes thereof so that any Company Ordinary Shares that are issued on or after the Voting Record Time (as defined below) to persons other than Buyer (or its nominee(s)) will either be subject to the terms of the Scheme of Arrangement or immediately and automatically acquired by Buyer and/or its nominee(s) for the Consideration (the “ Scheme Implementation and Articles Amendment Proposal ”) and (ii) approving, on a non -binding , advisory basis, the golden parachute compensation that may become payable to the Company’s named executive officers in connection with the completion of the Transaction, as disclosed pursuant to Item 402(t) of Regulation S -K in the Golden Parachute Compensation Table and the footnotes to that table contained in the section of the accompanying proxy statement entitled “ The Transaction—Interests of Certain Persons in the Transaction ” (the “ Compensation Proposal ”). More information about the transaction and the proposals is contained in the accompanying proxy statement. We urge all Company Shareholders to read the accompanying proxy statement, including the annexes and the documents incorporated by reference therein, carefully and in their entirety. Table of Contents The Company Board, after considering the factors more fully described in the accompanying proxy statement, has: (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 the Company Shareholders, as a whole, (ii) declared that it is advisable and in the best interests of the Company 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 Court to seek directions relating to the Scheme of Arrangement, and (iv) resolved to recommend, subject to the terms and conditions of the Transaction Agreement, that the Company Shareholders vote in favor of the Scheme Proposal and the Scheme Implementation and Articles Amendment Proposal. The Company Board recommends that the Company Shareholders vote “FOR” the approval of all proposals presented in the accompanying proxy statement. The Scheme Proposal must be approved by a majority in number of the Scheme Shareholders (as defined in the proxy statement) present and voting at the Scheme Meeting representing at least 75% in value of the Scheme Shares (as defined in the proxy statement) in respect of which a vote has been cast. The Scheme Implementation and Articles Amendment Proposal requires at least 75% of the votes cast at the Company GM to be voted in favor thereof, whereas the Compensation Proposal requires not less than 50% of the votes cast by Company Shareholders present and voting to be voted in favor thereof. Certain executive officers of the Company, solely in their capacity as Company Shareholders, have entered into a voting agreement with Buyer (collectively, the “ Voting Agreements ”), pursuant to which, 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 Scheme Implementation and Articles Amendment Proposal at the Company GM. As of the date of the accompanying proxy statement, the executive officers that entered into the Voting Agreements collectively owned approximately 1.1% of the outs