- Tender offer reaffirms Crane Co.’s
strong commitment to completing the acquisition of CIRCOR
- All cash offer provides shareholders
certain value versus reliance on a continuing history of
underperformance and missed targets
- Offer price represents a 47% premium
over the undisturbed market close on May 20, 2019, and 31% and 51%
premiums over the three- and six-month undisturbed volume weighted
average share prices, respectively
- Crane Co. continues to prefer a
negotiated transaction with CIRCOR’s Board of Directors
Crane Co. (NYSE: CR), a diversified manufacturer of highly
engineered industrial products, today commenced a cash tender offer
to acquire all of the outstanding shares of CIRCOR International,
Inc. (NYSE: CIR) (“CIRCOR”) for $45 per share, a 47% premium over
the undisturbed market close on May 20, 2019, prior to Crane making
its proposal to acquire CIRCOR public. The offer represents 31% and
51% premiums over the three- and six-month undisturbed volume
weighted average share prices, respectively. This reflects an
enterprise value of approximately $1.7 billion at a multiple of
approximately 13.5x the last 12-month adjusted EBITDA.
The offer and withdrawal rights are scheduled to expire at 5:00
p.m., New York City time, on July 16, 2019, unless the offer is
extended.
The offer is not conditioned on financing. Wells Fargo Bank,
National Association has provided Crane Co. with a commitment for
the funding required to consummate the tender offer.
Max Mitchell, Crane Co. President and Chief Executive Officer
said, “We are commencing this cash tender offer to provide CIRCOR
shareholders a mechanism to show their support for our offer by
tendering their shares. We call on CIRCOR shareholders to act now
on this opportunity and we call on the CIRCOR Board to honor its
fiduciary responsibilities and allow the shareholders it represents
to receive the highly attractive premium we are offering.”
Mr. Mitchell continued: “Our June 4 letter to the CIRCOR Board
again seeking engagement on our proposal while indicating a
willingness to understand any justifications for adjusting our
proposal has gone unanswered. Continuing a pattern of disregard for
its shareholders, CIRCOR’s only response was to issue a vague
public statement that it would provide an update ‘soon’ on its
financial outlook and supposed business transformation. We note
again that, to date, the company has not provided any substantive
response to our proposal or rationale for how it can generate value
in any reasonable period of time that is comparable to our all-cash
offer today. We remind CIRCOR shareholders, as detailed in our May
21 presentation on our proposal, that over the last several years,
the company has produced multiple sets of financial targets that it
has consistently missed or discarded.”
“This cash tender offer provides CIRCOR shareholders the
opportunity to send a clear message to the CIRCOR Board. CIRCOR
shareholders have endured five years of underperformance and a
series of value-destroying capital allocation decisions by current
management. Shareholders should demand that the CIRCOR Board give
proper consideration to Crane's all-cash proposal which is at a
substantial premium.”
Any questions or requests for the Offer to Purchase or other
materials related to the tender offer may be directed to Innisfree
M&A Incorporated, 212-750-5833.
Advisors
Wells Fargo Securities is acting as financial advisor and
Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to
Crane.
About Crane Co.
Crane Co. is a diversified manufacturer of highly engineered
industrial products. Founded in 1855, Crane Co. provides products
and solutions to customers in the chemicals, oil & gas, power,
automated payment solutions, banknote design and production and
aerospace & defense markets, along with a wide range of general
industrial and consumer related end markets. The Company has four
business segments: Fluid Handling, Payment & Merchandising
Technologies, Aerospace & Electronics and Engineered Materials.
Crane Co. has approximately 12,000 employees in the Americas,
Europe, the Middle East, Asia and Australia. Crane Co. is traded on
the New York Stock Exchange (NYSE:CR). For more information, visit
www.craneco.com.
Forward-Looking Statements – Disclaimer
This press release may contain forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
These statements are based on management’s current beliefs,
expectations, plans, assumptions and objectives regarding the
future financial performance of Crane Co. (the “Company”) and
CIRCOR International, Inc. (“CIRCOR”) and are subject to
significant risks and uncertainties. Such risks and uncertainties
include, but are not limited to, risks related to the expected
timing and likelihood of completion of a potential transaction
between the Company and CIRCOR, including the risk that the
potential transaction may not occur, and the risk that any
announcements relating to the potential transaction could have
adverse effects on the market price of the Company’s or CIRCOR’s
common stock. Any discussions contained in this presentation,
except to the extent that they contain historical facts, are
forward-looking and accordingly involve estimates, assumptions,
judgments and uncertainties. There are a number of factors that
could cause actual results or outcomes to differ materially from
those addressed in these forward-looking statements. Such factors
are detailed in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, CIRCOR’s Annual Report on Form
10-K for the fiscal year ended December 31, 2018 and subsequent
reports filed with the Securities and Exchange Commission (the
“SEC”), and will be found in the definitive proxy statement that
will be filed with the SEC by CIRCOR if a negotiated transaction is
agreed to. Such reports are available on the SEC’s website (
www.sec.gov ). The Company does not undertake to update any
forward-looking statements.
Additional Information and Where to Find It
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The tender offer is being
made pursuant to a tender offer statement on Schedule TO (including
the Offer to Purchase, the related Letter of Transmittal and other
offer materials) filed by the Company and its subsidiary, CR
Acquisition Company, with the SEC on June 17, 2019, which will be
amended as necessary. INVESTORS ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.
Investors may obtain the tender offer statement on Schedule TO, as
well as other filings containing information about the Company and
CIRCOR, free of charge, from the SEC’s Web site (www.sec.gov).
Investors may also obtain the Company’s SEC filings in connection
with the transaction, free of charge, from the Company’s Web site
(www.craneco.com). The Offer to Purchase, the related Letter of
Transmittal and other offer materials may also be obtained for free
by contacting the Information Agent for the tender offer, Innisfree
M&A Incorporated at (888) 750-5834 (toll-free for stockholders)
or (212) 750-5833 (collect for banks and brokers).
This press release shall not constitute a solicitation of a
proxy from any stockholder. This communication relates only to a
proposal that the Company has made for a business combination with
CIRCOR. In furtherance of the acquisition proposal, and subject to
future developments, the Company and CIRCOR may file additional
relevant materials with the SEC, including that CIRCOR may file a
preliminary proxy statement on Schedule 14A if a negotiated
transaction is agreed to. Following the filing of the definitive
proxy statement with the SEC (if and when available), CIRCOR will
mail the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
proposed transaction. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS FILED WITH THE SEC IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors may obtain the proxy statement, as well as
other filings containing information about the Company and CIRCOR,
free of charge, from the SEC’s Web site (www.sec.gov). Investors
may also obtain the Company’s SEC filings in connection with the
transaction, free of charge, from the Company’s Web site
(www.craneco.com).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190617005188/en/
Investor Contacts:Jason D. FeldmanDirector, Investor
Relations203-363-7329superiorvalue@craneco.comwww.craneco.comScott
Winter / Larry Miller / Gabrielle WolfInnisfree M&A
Incorporated212-750-5833Media Contacts:Tom Davies / Molly
MorseKekst CNC212-521-4873 / 212-521-4826Tom.davies@kekstcnc.com
/Molly.morse@kekstcnc.com
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