CIRCOR Confirms Receipt and Reiterates Rejection of Unsolicited Proposal from Crane
May 21 2019 - 12:30PM
Business Wire
CIRCOR International, Inc. (NYSE: CIR) (“CIRCOR”) today
confirmed that it has previously received and rejected an
unsolicited, non-binding proposal from Crane Co. (NYSE: CR)
(“Crane”) to acquire all the outstanding shares of CIRCOR common
stock for $45 per share in cash.
Crane’s proposal, which was publicized today, was received by
CIRCOR on April 30, 2019. Consistent with its fiduciary duties
and in consultation with its independent legal and financial
advisors, CIRCOR’s board of directors carefully reviewed that
proposal. Following that review, the board of directors
unanimously rejected Crane’s proposal and determined that the
proposal was highly opportunistic, substantially undervalued CIRCOR
and its future prospects, and did not constitute a basis for
engaging in further dialogue with Crane at this time.
CIRCOR has a proven track record of executing on its strategic
priorities to invest in growth and expand margins and has taken and
continues to take action to improve cash flow and strengthen the
company’s balance sheet. CIRCOR has:
- Successfully deployed capital toward
transformative and accretive acquisitions that have repositioned
the company in growing markets and have met or exceeded ROIC
targets. CIRCOR is on track to achieve its committed cost synergies
of $23 million at the end of year three of the Fluid Handling
acquisition, one year earlier than originally planned;
- Driven solid execution in Industrial
business with significant margin expansion for the full year
2018;
- Transformed the Aerospace & Defense
business, driving substantial operational and financial performance
improvement;
- Reshaped its oil and gas portfolio in
response to sustained macro headwinds and deployed capital to
diversify into higher margin industrial businesses;
- Prudently managed its product portfolio
through regular strategic reviews, resulting in a number of
divestitures of non-core businesses. CIRCOR continues to evaluate
the sale of additional non-core assets to simplify the company,
strengthen the portfolio and reduce debt; and
- Strengthened its balance sheet, having
reduced its debt by $96 million since June 30, 2018.
J.P. Morgan Securities LLC is acting as financial advisor, and
Ropes & Gray LLP is acting as legal counsel to CIRCOR.
About CIRCOR
CIRCOR International, Inc. designs, manufactures and markets
differentiated technology products and sub-systems for markets
including oil & gas, industrial, aerospace & defense and
commercial marine. CIRCOR has a diversified flow and motion control
product portfolio with recognized, market-leading brands that
fulfill its customers’ mission critical needs. CIRCOR’s strategy is
to grow organically and through complementary acquisitions;
simplify CIRCOR’s operations; achieve world class operational
excellence; and attract and retain top talent. For more
information, visit CIRCOR’s investor relations website at
http://investors.circor.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21 E of the Securities Exchange Act of 1934,
as amended. Reliance should not be placed on forward-looking
statements because they involve unknown risks, uncertainties and
other factors, which are, in some cases, beyond the control of
CIRCOR. Any statements in this press release that are not
statements of historical fact are forward-looking statements,
including, but not limited to, those relating to CIRCOR’s future
performance and strategic priorities and its plans to evaluate the
sale of non-core assets, strengthen its portfolio and reduce debt.
Actual events, performance or results could differ materially from
the anticipated events, performance or results expressed or implied
by such forward-looking statements. Important factors that could
cause actual results to vary from expectations include, but are not
limited to: our ability to respond to competitive developments and
to grow our business, both domestically and internationally;
changes in the cost, quality or supply of raw materials; our
ability to comply with our debt obligations; our ability to
successfully implement our acquisition, divestiture or
restructuring strategies, including our integration of the Fluid
Handling business; changes in industry standards, trade policies or
government regulations, both in the United States and
internationally; and our ability to operate our manufacturing
facilities at current or higher levels and respond to increases in
manufacturing costs. BEFORE MAKING ANY INVESTMENT DECISIONS
REGARDING CIRCOR, WE STRONGLY ADVISE YOU TO READ THE SECTION
ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM
10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED
UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20190521005835/en/
David F. MullenSenior Vice President FinanceCIRCOR
International(781) 270-1200Matthew Sherman / Andi RoseJoele Frank,
Wilkinson Brimmer Katcher(212) 355-4449
CIRCOR (NYSE:CIR)
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