CIRCOR to Review Crane’s Revised Unsolicited Tender Offer
July 08 2019 - 8:10AM
Business Wire
CIRCOR International, Inc. (NYSE:CIR) (“CIRCOR”) today confirmed
that Crane Co. (NYSE:CR) (“Crane”) has commenced a revised tender
offer to acquire all of the outstanding shares of CIRCOR common
stock for $48.00 per share in cash.
Consistent with its fiduciary duties and in consultation with
its independent legal and financial advisors, the CIRCOR board of
directors will carefully review and evaluate Crane’s revised tender
offer to determine the course of action that it believes is in the
best interests of CIRCOR and its shareholders. CIRCOR shareholders
do not need to take any action at this time.
The CIRCOR board of directors intends to make its recommendation
with respect to the revised tender offer by promptly making
available to shareholders and filing with the Securities and
Exchange Commission an amended Solicitation/Recommendation
Statement on Schedule 14D-9.
Evercore and J.P. Morgan Securities LLC are serving as financial
advisors to CIRCOR. Ropes & Gray LLP is serving as legal
advisor to CIRCOR.
About CIRCOR
CIRCOR International, Inc. is a leading global flow control
technology company that designs, manufactures and markets
differentiated technology products and sub-systems for markets
including oil & gas, industrials, 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.
CIRCOR routinely posts information that may be important to
investors in the “Investor Relations” section of its website at
www.circor.com. The company encourages investors and potential
investors to consult the CIRCOR website regularly for important
information.
Additional Information About the Crane Tender Offer
CIRCOR has filed with the Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9, as
amended. CIRCOR shareholders are advised to read the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended
from time to time, because it contains important information.
Shareholders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended
from time to time, as well as any other documents filed by CIRCOR
in connection with the tender offer, free of charge at the SEC’s
website at www.sec.gov. In addition, shareholders can obtain free
copies of these documents from CIRCOR by directing a request to
CIRCOR International, 30 Corporate Drive, Burlington, Massachusetts
01803, Attention: investor relations, or by calling (781) 270-1200.
Shareholders may also request copies of these documents from
MacKenzie Partners, Inc., which is assisting CIRCOR in this matter,
by calling 800-322-2885 Toll-Free or by email at
circor@mackenziepartners.com.
Forward Looking Statements
This press release contains forward-looking statements. Reliance
should not be placed on forward-looking statements because they
involve 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 Crane’s unsolicited tender offer. 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/20190708005429/en/
Investors David F. Mullen Senior Vice President Finance
CIRCOR International (781) 270-1200
Additional Investor Contacts MacKenzie Partners, Inc. Dan
Burch, (212) 929-5784, dburch@mackenziepartners.com Paul Schulman,
(212) 929-5364, pschulman@mackenziepartners.com Larry Schimmel,
(212) 378-7068, lschimmel@mackenziepartners.com
Media Matthew Sherman / Andi Rose / Nick Lamplough Joele
Frank, Wilkinson Brimmer Katcher (212) 355-4449
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