SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

Current Report

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2020

OMNOVA Solutions Inc.

(Exact name of registrant as specified in its charter)

Ohio

001-15147

34-1897652

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

25435 Harvard Road, Beachwood, Ohio

44122-6201

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (216) 682-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.10 per share	OMN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On January 15, 2020, Synthomer plc (“Synthomer”) received conditional regulatory approval from the European Commission with respect to Synthomer’s pending acquisition of OMNOVA Solutions Inc. (“OMNOVA”).

On February 6, 2020, Turkey also provided conditional regulatory approval for the acquisition, subject to Synthomer’s satisfaction of the conditions imposed by the European Commission on its regulatory approval.

On March 26, 2020, the European Commission adopted a decision, which was the last remaining regulatory approval required to complete the acquisition. In accordance with the merger agreement for the acquisition, OMNOVA and Synthomer expect the acquisition to be completed on April 1, 2020, subject to satisfaction or waiver of customary closing conditions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OMNOVA SOLUTIONS INC.

March 26, 2020

By:

/s/ Frank P. Esposito

Name:

Frank P. Esposito

Title:

Vice President, Corporate Secretary and Investor Relations; Assistant General Counsel

OMNOVA SOLUTIONS INC 8-K