Luxfer Holdings PLC filed a Form 8-K on November 4, 2026, disclosing that shareholders approved the proposed acquisition by Double Eagle Acquisition Buyer, Inc., a holding company owned by funds managed by Wynnchurch Capital, L.P., at a cash consideration of $17.37 per ordinary share.

Key Highlights

  • Acquisition price: Company shareholders are entitled to receive $17.37 in cash per ordinary share under the Scheme of Arrangement.
  • Scheme Proposal vote: 17,447,419 votes were cast in favor and 1,556,495 against at the Scheme Meeting, with 13 shareholders voting for and 2 against in number.
  • Scheme Implementation and Articles Amendment Proposal: At the Company GM, 17,928,650 votes were cast for, 1,557,569 against, and 27,210 abstained.
  • Compensation Proposal: The non-binding, advisory golden parachute compensation proposal received 13,686,096 votes for, 5,555,415 against, and 271,918 abstentions.
  • Shares outstanding: There were 26,993,204 Company Ordinary Shares outstanding as of the relevant record times.
  • Court sanction hearing: The Scheme of Arrangement is scheduled for a Court sanction hearing on November 17, 2026, at the Rolls Building in London, with an expected effective date on or around November 18, 2026.

Luxfer Shareholder Meetings Approve Wynnchurch Scheme of Arrangement

According to the filing, Luxfer Holdings PLC (NYSE:LXFR) held two shareholder meetings on November 4, 2026, to consider proposals relating to the previously announced Transaction Agreement with Double Eagle Acquisition Buyer, Inc. The buyer is a Delaware corporation and newly formed holding company owned by funds managed by Wynnchurch Capital, L.P. The Transaction Agreement was first disclosed in a Form 8-K filed on July 27, 2026. Under the terms of the arrangement, all outstanding ordinary shares of the Company, with a par value of £0.50 per share, would be transferred to the Buyer, and shareholders would receive $17.37 in cash per share.

At the Scheme Meeting, convened with the permission of the High Court of Justice in England and Wales, 15 Company Shareholders were present in person or by proxy, representing 19,003,914 ordinary shares, or approximately 70.40% of shares outstanding. The Scheme Proposal was approved by the required majority in number of shareholders voting and by 75% of votes cast, the filing disclosed. At the Company GM, 19,486,219 shares were represented, equaling approximately 72.19% of shares outstanding. The Scheme Implementation and Articles Amendment Proposal was approved by the required 75% of votes cast, and the non-binding Compensation Proposal was approved by the required 50% of votes cast by shareholders present and voting, according to the filing.

The filing noted that the Scheme of Arrangement remains subject to remaining customary closing conditions, including Court sanction at the November 17, 2026 hearing. Subject to that sanction and the filing of the Court Order with the Registrar of Companies, the Scheme of Arrangement "is expected to become effective on or around November 18, 2026," the company disclosed. The filing also stated that a press release announcing the shareholder approval was issued on November 4, 2026 and attached as Exhibit 99.1.

What Was Disclosed

Luxfer Holdings PLC reported the results of two November 4, 2026 shareholder meetings at which holders approved the proposed acquisition by Wynnchurch Capital-backed Double Eagle Acquisition Buyer, Inc. at $17.37 per ordinary share via a court-sanctioned Scheme of Arrangement.