Luxfer Shareholders Approve Wynnchurch Take-Private
The advanced-materials maker would go private at $17.37 a share if the shareholder-approved deal is completed, with delisting from the NYSE expected by late November.
Luxfer Holdings PLC (LXFR) shareholders approved the previously announced acquisition by affiliates of Wynnchurch Capital, L.P., marking a major milestone in the advanced-materials company’s proposed move to private ownership. Completion remains subject to other customary closing conditions, including High Court sanction.
Under the all-cash deal, holders of Luxfer ordinary shares will receive $17.37 a share. The transaction is expected to close by the end of November 2026, after which Luxfer will become a privately held company and its ordinary shares will no longer be listed on the New York Stock Exchange.
The vote on November 4, 2026, followed a definitive agreement signed on July 27, 2026, that had already been unanimously approved by the directors in attendance. The purchase price represented a 30.7% premium to Luxfer’s closing share price of $13.29 on April 28, 2026, the last trading day before the company announced an active strategic review.
“This transaction represents an important milestone for Luxfer,” said Andy Butcher, Chief Executive Officer of Luxfer. “We look forward to completing the transaction and beginning our next chapter with Wynnchurch Capital, while remaining focused on serving our customers and executing our business priorities.”
Wynnchurch, a middle-market private equity firm investing in industrial businesses, had described Luxfer as a differentiated advanced materials company with mission-critical products in aerospace, defense and demanding industrial end markets. Managing Partner Greg Gleason said the firm looked forward to supporting the company with long-term capital, operational resources and sector expertise. Managing Director Brian Riordan said Wynnchurch saw opportunities to invest in innovation, operational excellence, automation, capacity expansion and commercial growth across both of Luxfer’s segments, and that the company was well positioned to pursue complementary acquisitions.
Luxfer operates through two segments, Elektron and Gas Cylinders. In the third quarter of 2026, GAAP net sales including Superform were $91.7 million, down 4.1% from $95.6 million a year earlier, a decline the company said primarily reflected lower sales within Elektron while Gas Cylinders’ sales remained relatively flat. Adjusted net sales, excluding Superform and Graphic Arts, declined 3.9% to $89.3 million. Adjusted EBITDA fell 10.3% to $12.2 million.
Elektron net sales were $46.7 million in the quarter, down 6.6%, with adjusted EBITDA of $7.4 million. Gas Cylinders net sales were $42.6 million, down 0.7%, with adjusted EBITDA of $4.8 million, up 29.7%. The company said the reduction in profitability primarily reflected lower year-over-year sales within the Elektron defense sector, partially offset by improved performance in Gas Cylinders.
Free cash flow was $12.4 million in the quarter, including $10.4 million in proceeds from a UK pension surplus refund, net of an associated $3.5 million tax payment. As of September 27, 2026, net debt totaled $37.8 million, for a net debt to last-twelve-months adjusted EBITDA ratio of 0.8x.
The company said it will not host a third-quarter earnings conference call because of the pending transaction. Until the deal closes, Luxfer will continue to operate in the ordinary course of business.
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