LXFR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-07-28

• 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’s ordinary shares;

Text removed vs the prior filing · source: 10-Q · 2026-04-28

• Continued evaluation of strategic alternatives in response to the strategic review in 2024.

• Adjusting for foreign exchange tailwinds of $1.2 million in the First Quarter of 2026, and excluding Graphic Arts sales of $6.5 million in First quarter of 2025, net sales have decreased by 8.6%.

• Reduced sales of zirconium powders used for pharmaceutical products and automotive catalysis; and

• Excluding Graphic Arts there was a 3.7 percentage point increase in gross profit as a percentage of sales in the First Quarter of 2026 from 2025, respectively. This increase was primarily the result of positive pricing and cost discipline.

• Excluding Graphic Arts, SG&A costs as a percentage of sales in the first quarter of 2026 from 2025 have increased by 2.5 percentage points, this is a result of inflationary cost rises and lower sales in the quarter as explained above.

Text added vs the prior filing · source: 10-Q · 2026-07-28

• If the Transaction does not close, or is delayed, we may experience financial and operational disruptions. In addition our stock price may decline if the Transaction is perceived as uncertain to close.

• On July 26, 2026, we entered into the Transaction Agreement with Buyer, pursuant to which Buyer will acquire the entire issued share capital of the Company pursuant to the Scheme of Arrangement. The closing of the Transaction is subject to the satisfaction or waiver of certain conditions, many of wh…

• Uncertainty about the effect of the Transaction may impair our ability to retain and hire key personnel, and could cause customers, suppliers, financial counterparties, and others to seek to negotiate changes or alter their present existing business relationships with us.

• The pursuit of the Transaction may place a significant burden on management and internal resources, which may have a negative impact on our ongoing business. It may also divert management’s time and attention from the day-to-day operation of our business and the execution of our other strategic init…

• The Transaction Agreement restricts us, without the consent of Buyer, from taking certain actions until the Effective Time or the termination of the Transaction Agreement. These restrictions may prevent us from pursuing otherwise attractive business opportunities and taking other actions with respec…