- Filing of certain prospectuses and communications in connection with business combination transactions (425)
January 04 2011 - 4:08PM
Edgar (US Regulatory)
Filed by Ladish Co., Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Ladish Co., Inc. (Commission File No.: 001-34495)
Ladish Announces Expiration of HSR Review Period for Acquisition by ATI
CUDAHY, WI (Marketwire) Ladish Co., Inc. (NASDAQ:LDSH) announced today that the review period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired for its previously
announced acquisition by Allegheny Technologies Incorporated (NYSE:ATI)
On November 17, 2010, ATI and Ladish announced that they had entered into a definitive merger
agreement whereby ATI will acquire Ladish for an aggregate fully distributed equity value of
approximately $778 million.
The expiration of the HSR waiting period satisfies one of the closing conditions set forth in the
merger agreement. The transaction is also subject to approval by Ladish shareholders and other
closing conditions, and is expected to be completed in the first quarter of 2011.
Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals
producers in the world with revenues of $3.8 billion for the twelve months ending September 30,
2010. ATI has approximately 8,900 full-time employees world-wide who use innovative technologies to
offer global markets a wide range of specialty metals solutions. Our major markets are aerospace
and defense, oil and gas/chemical process industry, electrical energy, medical, automotive, food
equipment and appliance, machine and cutting tools, and construction and mining. Our products
include titanium and titanium alloys, nickel-based alloys and superalloys, grain-oriented
electrical steel, stainless and specialty steels, zirconium, hafnium, and niobium, tungsten
materials, and forgings and castings. The Allegheny Technologies website is www.ATImetals.com.
Ladish Co., Inc. is a leading producer of highly engineered, technically advanced metal components
for the jet engine, aerospace and general industrial markets. Ladish is headquartered in Cudahy, WI
with operations in Wisconsin, California, Connecticut, Oregon, and Poland. Ladish common stock
trades on Nasdaq under the symbol LDSH.
Important Information for Investors and Security Holders
This press release does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. ATI has filed with the Securities and
Exchange Commission (the SEC) a registration statement on Form S-4 that includes a preliminary
proxy statement of Ladish that also constitutes a preliminary prospectus of ATI. The registration
statement has not yet been declared effective by the SEC. A definitive proxy statement/prospectus
will be mailed to shareholders of Ladish.
INVESTORS AND SHAREHOLDERS OF LADISH ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders of ATI and Ladish may obtain these documents (and any other
documents filed by ATI or Ladish with the SEC) free of charge at the SECs website at www.sec.gov.
In addition, the documents filed with the SEC by ATI may be obtained free of charge by directing a
request to: Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479, Attention: Corporate Secretary, or from ATIs website at www.atimetals.com. The
documents filed with the SEC by Ladish may be obtained free of charge by directing a request to:
Ladish Co., Inc. 5481 S. Packard Avenue, Cudahy, Wisconsin 53110, Attention: Wayne E. Larsen, Vice
President Law/Finance and Secretary.
ATI, Ladish their respective directors and certain of their executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Ladish in connection with the
proposed transaction. Information about the directors and executive officers of ATI is set forth in
its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on
April 2, 2010. Information about the directors and executive officers of Ladish is set forth in its
proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on March
15, 2010.
Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the
definitive proxy statement/prospectus and other relevant materials filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release include forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve
a number of risk and uncertainties, and actual results or events may differ materially from those
projected or implied in those statements. Examples include statements regarding the parties
ability to consummate the proposed transaction and timing thereof, the benefits and impact of the
proposed transaction, including effects on cash flow or earnings, the combined companys ability to
achieve the synergies and value creation that are contemplated by the parties, ATIs ability to
promptly and effectively integrate Ladishs business, and the diversion of management time on
transaction-related issues. Additional examples of forward-looking statements include information
concerning ATIs, Ladishs or the combined companys outlook, anticipated revenues or results of
operations, and the anticipated benefits expected to be realized in connection therewith, as well
as any other statement that does not directly relate to any historical or current fact.
These forward-looking statements often include words such as believe, expect, project,
anticipate, intend, plan, estimate, seek, will, may, would, should, could,
forecast or similar expressions. These statements are based on certain assumptions that ATI and
Ladish have made in light of their experience in the industry as well as its perceptions of
historical trends, current conditions, expected future developments and other factors that they
believe are appropriate in these circumstances. ATI and Ladish believe these judgments are
reasonable, but you should understand that no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any of them do so,
what impact they will have on the results of operations or financial conditions of ATI, Ladish or
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the combined company, due to a variety of important factors, both positive and negative. Among
other items, such factors could include the ability of the parties to obtain all necessary
regulatory consents to the proposed transaction; the overall strength and stability of general
economic conditions, both in the United States and in global markets, including the timing and
strength of the current recovery; the effect of significant changes in the competitive environment,
including as a result of industry consolidation, and the effect of competition in the parties
respective markets; their ability to achieve cost savings and efficiencies and realize
opportunities to increase productivity and profitability; their ability to accurately estimate
future levels of business activity and adjust operations accordingly; impact of a major disruption
in their communication or centralized information networks or payment systems; and changes in the
existing, or the adoption of new, laws, regulations, policies or other activities of governments,
agencies and similar organizations where such actions may materially affect their operations or the
cost thereof.
ATI and Ladish caution you that you should not rely unduly on these forward-looking statements,
which reflect their current beliefs and are based on information currently available. Neither ATI
nor Ladish undertakes any obligation to update or revise any forward-looking statements as of any
future date. Additional information concerning these statements and other factors can be found in
ATIs and Ladishs filings with the SEC, including the respective Annual Reports on Form 10-K, the
quarterly reports on Form 10-Q, current reports on Form 8-K and other documents ATI or Ladish have
filed.
Contact:
Ladish Co., Inc.
5481 South Packard AvenueCudahy, WI 53110
Contact:Wayne E. Larsen
414-747-2935
Libby Communications
1414 East Harbour Towne Circle
Muskegon, MI 49441
Contact:William J. Libby
231-755-4111
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