14	SUBSEQUENT EVENT

Moog Claim. In October 2013, we received a claim for indemnification from Moog under the Asset Purchase Agreement associated with the sale of our former Aerospace Equipment segment which was settled in January 2014 (see Note 13).

Pending Acquisition by H.I.G. Capital LLC. On January 9, 2014, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and with Flamingo Parent Corp., a Delaware corporation (“Parent”), and Flamingo Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), both of which are affiliates of and controlled by H.I.G. Capital, LLC, a Delaware limited liability company.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the “Offer”) on January 24, 2014 to acquire all of the outstanding shares of common stock of the Company (the “Shares”), at a purchase price of $46.50 per share, in cash (the “Offer Price”), payable without interest and less any applicable withholding taxes. The Offer is scheduled to expire at midnight, New York City time, on February 24, 2014, unless the Offer is extended or earlier terminated.

Following the consummation of the Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into us, and we will continue as a wholly-owned subsidiary of Parent (the “Merger”). As of the effective time of the Merger, each outstanding Share (other than Shares owned by the Company as treasury stock, Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company or Shares held by stockholders that have properly exercised and perfected appraisal rights under Delaware law) will be converted automatically into the right to receive an amount in cash equal to the Offer Price, without interest.

On January 16, 2014, a putative class action lawsuit captioned Quick, et al. v. American Pacific Corp., et al., Case No. A-14-694633-C, was filed in the Eighth Judicial District Court in Clark County, Nevada regarding the proposed acquisition and subsequently amended on January 30, 2014. The amended complaint (the “Quick Complaint”) was purportedly filed on behalf of the public stockholders of the Company, and names as defendants the Company, each of the Company’s directors, Parent, Merger Sub and H.I.G. The Quick Complaint alleges, among other things, that the Company’s directors breached their fiduciary duties by failing to maximize stockholder value in a proposed sale of the Company and by engaging in self-dealing. The Quick Complaint further alleges that the Company’s directors failed to provide material information relating to the acquisition and that the Company and H.I.G. aided and abetted the alleged breaches by the Company’s directors. The plaintiff seeks, among other things, class action status, an injunction preventing the completion of the acquisition, monetary damages and the payment of attorneys’ fees and expenses.

On January 29, 2014 and February 4, 2014, two putative class action lawsuits captioned Berger v. Campbell, et al., Case No. 9292, and Jeweltex Manufacturing Inc. Retirement Plan v. American Pacific Corporation, et al., Case No. 9308, were filed in the Court of Chancery in the State of Delaware regarding the proposed acquisition. The complaints (the “Berger Complaint” and “Jeweltex Complaint”, respectively) were purportedly filed on behalf of the public stockholders of the Company, and name as defendants the Company, each of the Company’s directors, Parent, Merger Sub, and H.I.G. The Berger Complaint and Jeweltex Complaint allege, among other things, that the Company’s directors breached their fiduciary duties by agreeing to deal protection devices designed to prevent unsolicited bids and by engaging in self-dealing. The Berger Complaint and the Jeweltex Complaint further allege that the Company’s directors failed to provide material information relating to the acquisition and that the Company’s directors effectuated a scheme to temporarily lower the Company’s share price through deliberate misleading acts, allowing a sale of the Company to take place and providing immediate liquidity for the stock holdings of the Company’s directors and management. The plaintiffs seek, among other things, class action status, an injunction preventing the completion of the acquisition, monetary damages and the payment of attorneys’ fees and expenses.

On January 30, 2014, two putative class action lawsuits captioned Norcini v. American Pacific Corporation, et al., Case No. A-14-695381-B, and Solak v. American Pacific Corporation, et al., Case No. A-14695365-C were filed in the Eighth Judicial District Court in Clark County, Nevada regarding the proposed acquisition. The complaints (the “Norcini Complaint” and “Solak Complaint”, respectively) were purportedly filed on behalf of the public stockholders of the Company and name as defendants the Company, each of the Company’s directors, Parent, Merger Sub, and H.I.G. The Norcini and Solak Complaints allege, among other things, that the Company’s directors breached their fiduciary duties by not maximizing stockholder value and not fully informing themselves about whether greater value could be achieved. The Norcini and Solak Complaints further allege that the Company’s directors agreed to onerous deal protection devices that assured consummation of the deal and collectively engaged in a scheme to unfairly sell the Company to H.I.G. at a bargain price. The Solak Complaint further alleges that the Company’s directors failed to provide material information relating to the acquisition. The plaintiffs seek, among other things, class action status, an injunction preventing the completion of the acquisition, monetary damages and the payment of attorneys’ fees and expenses.

On January 31, 2014, a putative class action lawsuit captioned Pill v. Gibson, et al., Case No. A-14-695405, was filed in the Eighth Judicial District Court in Clark County, Nevada regarding the proposed acquisition. The complaint (the “Pill Complaint”) was purportedly filed on behalf of the public stockholders of the Company, and names as defendants the Company, each of the Company’s directors, Parent, Merger Sub, and H.I.G. The Pill Complaint alleges, among other things, that the Company’s directors breached their fiduciary duties by allowing allegedly conflicted directors and an allegedly conflicted financial advisor to negotiate, analyze, and approve the acquisition, which contained alleged deal protection devices. The Pill Complaint further alleges that the Company’s directors failed to provide material information relating to the acquisition. The plaintiff seeks, among other things, class action status, an injunction preventing the completion of the acquisition, monetary damages and the payment of attorneys’ fees and expenses.

We believe that the allegations in the complaints described above lack merit, and we intend to vigorously defend the actions.