Precision Castparts Corp. (NYSE:PCP) (PCC) today announced that its
wholly owned subsidiary, ELIT Acquisition Sub Corp. (Purchaser),
has commenced the previously-announced tender offer for all of the
outstanding shares of common stock of Titanium Metals Corporation
(NYSE:TIE) (Timet) at a price of $16.50 per share, net to the
seller in cash, without interest and less any required withholding
of taxes.
On November 9, 2012, PCC announced that it, Purchaser and Timet
had signed a definitive merger agreement, pursuant to which the
tender offer would be made. Pursuant to the merger agreement, after
the completion of the offer and the satisfaction or waiver of
certain conditions, Purchaser will be merged with and into Timet
and all outstanding shares of Timet's common stock, other than
shares held by Timet, Parent or Purchaser or by stockholders who
are entitled to and have properly exercised their appraisal rights
under Delaware law, will be converted into the right to receive an
amount in cash equal to the $16.50 offer price per share.
The offer is conditioned upon tender of the majority of the
outstanding shares not owned by Contran Corporation and its
affiliated entities and officers and directors of Timet, approval
by regulatory agencies and other conditions that are specified in
the offer documents. There is no financing condition to the
offer.
The offer is scheduled to expire at 5:00 p.m., New York City
time, on Wednesday, December 19, 2012, unless the offer is
extended.
PCC is filing today with the Securities and Exchange Commission
(SEC) a tender offer statement on Schedule TO, including an offer
to purchase and related letter of transmittal, setting forth in
detail the terms of the tender offer. In addition, Timet has
indicated to PCC that it is filing with the SEC today a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of Timet's
Board of Directors, upon the recommendation of a special committee
of independent directors, that all stockholders tender their shares
in the offer. Entities affiliated with Contran Corporation have
agreed, subject to the terms of a support agreement, to tender
shares representing approximately 45% of the total outstanding
shares in the offer. In addition, a trust sponsored by one of the
Contran Corporation affiliates has indicated its intention to
tender shares representing approximately an additional 9% of the
total outstanding shares in the offer, subject to its fiduciary
duties and other relevant considerations.
About Precision Castparts Corp.
Precision Castparts Corp. is a worldwide, diversified
manufacturer of complex metal components and products. It serves
the aerospace, power, and general industrial markets. PCC is
the market leader in manufacturing large, complex structural
investment castings, airfoil castings, forged components,
aerostructures and highly engineered, critical fasteners for
aerospace applications. In addition, PCC is the leading
producer of airfoil castings for the industrial gas turbine
market. PCC also manufactures extruded seamless pipe,
fittings, forgings, and clad products for power generation and oil
& gas applications; commercial and military airframe
aerostructures; and metal alloys and other materials to the casting
and forging industries.
The Precision Castparts Corp. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=8204
About Titanium Metals Corporation
Timet, the largest independent titanium manufacturer in the
United States, offers a full range of titanium products, including
ingot and slab, forging billet, and mill forms. Timet is vertically
integrated, capable of making its own titanium sponge. In 2011,
more than 75 percent of Timet's sales were to aerospace and defense
end markets, with PCC representing more than 15 percent of total
sales. Timet operates seven primary melting or mill facilities in
Henderson, Nevada; Toronto, Ohio; Morgantown, Pennsylvania;
Vallejo, California; Witton, England; Waunarlwydd, Wales; and
Ugine, France, and employs approximately 2,750 people.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a tender offer statement (including an offer
to purchase, letter of transmittal, and related tender offer
documents), which is being filed today by PCC and Purchaser with
the U.S. Securities and Exchange Commission (the SEC). In addition,
Timet is filing today a solicitation/recommendation statement on
Schedule 14D-9 with the SEC related to the tender
offer. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a
free copy of these documents and other relevant documents filed
with the SEC through the website maintained by the SEC at
www.sec.gov. In addition, a copy of the tender offer statement will
be made available free of charge to all stockholders of Timet who
direct a request to Georgeson, Inc., the Information Agent for the
offer, toll-free at (888) 661-5651.
Forward-Looking Statements
This release contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995,
based on current expectations or beliefs, as well as a number of
assumptions about future events. The forward-looking statements in
this release address a variety of subjects including but not
limited to the expected date of closing of the tender offer and the
acquisition, the potential benefits of the merger, including the
potentially accretive and synergistic benefits, and any other
statements or beliefs about PCC's plans, beliefs or expectations.
The following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the risk that Timet's business will not be successfully
integrated with PCC's business; costs associated with the merger
and tender offer; the unsuccessful completion of the tender offer;
matters arising in connection with the parties' efforts to comply
with and satisfy applicable regulatory approvals and closing
conditions relating to the transaction; fluctuations in the
aerospace, power generation, and general industrial cycles; the
relative success of PCC's entry into new markets; competitive
pricing; the financial viability of PCC's significant customers;
the concentration of a substantial portion of our business with a
relatively small number of key customers; the impact on PCC of
customer or supplier labor disputes; the uncertainty of litigation,
the costs and expenses of litigation, the potential material
adverse effect litigation could have on PCC's business and results
of operations if an adverse determination in litigation is made,
and the time and attention required of management to attend to
litigation; demand, timing, and market acceptance of new commercial
and military programs, including the Boeing 787; the availability
and cost of energy, materials, supplies, and insurance; the cost of
pension benefits and post-retirement medical benefits; equipment
failures; product liability claims; relations with PCC's employees;
PCC's ability to manage its operating costs and to integrate other
acquired businesses in an effective manner; misappropriation of our
intellectual property rights; governmental regulations and
environmental matters; risks associated with international
operations and world economies; the relative stability of certain
foreign currencies; the impact of adverse weather or natural
disasters; the availability and cost of financing; and
implementation of new technologies and process improvement. Any
forward-looking statements should be considered in light of these
factors. PCC undertakes no obligation to publicly release any
forward-looking information to reflect anticipated or unanticipated
events or circumstances after the date of this document.
Precision Castparts Corp.'s press releases are available on the
Internet at Globe Newswire's website – http://www.globenewswire.com
or PCC's home page at http://www.precast.com. If you wish to
be removed from this list, please reply to
Unsubscribe@precastcorp.com.
CONTACT: Dwight Weber, Director of Communications (503) 946-4855
Website: http://www.precast.com
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