Titanium Metals Corp. Announces Filing of Schedule 14D-9 in Connection with Launch of Tender Offer by Precision Castparts Corp.
November 20 2012 - 8:00AM
Business Wire
Titanium Metals Corporation (“TIMET”) (NYSE: TIE) today
announced that it has filed a Schedule 14D-9
Solicitation/Recommendation Statement with the Securities and
Exchange Commission in response to the previously announced all
cash tender offer by Precision Castparts Corp. (“PCC”) (NYSE: PCP)
for all of the outstanding common stock of TIMET for $16.50 per
share in cash. The TIMET Board of Directors, based on the
recommendation of a special committee of the Board consisting of
independent directors, has recommended that stockholders accept the
offer, which represents a premium of 36% over the 30-day average of
TIMET shares and a 44% premium to the closing price of TIMET common
stock on November 8, 2012. The Schedule 14D-9
Solicitation/Recommendation Statement explains in detail the
factors considered by the Board of Directors and the special
committee in reaching its recommendation.
The Company has previously announced that stockholders of record
as of the close of business on December 7, 2012 would be entitled
to the quarterly dividend of $0.075 per share of TIMET common
stock, payable on December 19, 2012. The tender offer will have no
effect on the payment of the dividend, and stockholders of record
as of December 7, 2012 will receive the dividend, even if they
tender their shares before the December 7, 2012 record date.
Important Additional Information Has Been Filed with the
SEC
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of TIMET. PCC has filed
with the U.S. Securities and Exchange Commission (the “SEC”) and
will mail to TIMET’s stockholders a Tender Offer Statement on
Schedule TO and TIMET has filed with the SEC and will mail to
its stockholders a Tender Offer Solicitation/Recommendation
Statement on Schedule 14D-9 in connection with the
transaction. THESE CONTAIN IMPORTANT INFORMATION ABOUT PCC, TIMET,
THE TRANSACTION AND OTHER RELATED MATTERS. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ EACH OF THESE DOCUMENTS CAREFULLY.
Investors and security holders may obtain free copies of the
Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed
with the SEC by PCC and TIMET through the web site maintained by
the SEC at www.sec.gov. A copy of the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 (once
it becomes available) may be obtained free of charge from TIMET’s
website at www.timet.com or by directing a request to the corporate
secretary of TIMET at Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240-2697. In addition, a copy of the Tender
Offer Statement, letter of transmittal and certain other related
tender offer documents may be obtained free of charge from PCC’s
website at www.precast.com or by directing a request to the
corporate secretary of PCC at 4650 SW Macadam Avenue, Suite 400,
Portland, Oregon, 97239.
Forward-Looking Statements
The statements contained in this release that are not historical
fact are forward-looking statements that represent TIMET
management’s beliefs and assumptions based on currently available
information. Forward-looking statements can generally be identified
by the use of words such as “believes,” “intends,” “may,” “will,”
“looks,” “should,” “could,” “anticipates,” “expects” or comparable
terminology or by discussions of strategies or trends. Although
TIMET believes that the expectations reflected in such
forward-looking statements are reasonable, it does not know if
these expectations will prove to be correct. Such statements by
their nature involve substantial risks and uncertainties that could
significantly affect expected results. Actual future results could
differ materially from those described in such forward-looking
statements, and TIMET disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Among the
factors that could cause actual results to differ materially are
the risks and uncertainties discussed in this release, including
risks and uncertainties in those portions referenced above and
those described from time to time in our other filings with the SEC
which include, but are not limited to:
- the cyclicality of the commercial
aerospace industry;
- the performance of TIMET’s customers,
TIMET’s vendors and TIMET under long-term agreements;
- the existence or renewal of certain
long-term agreements;
- the difficulty in forecasting demand
for titanium products;
- global economic, financial and
political conditions;
- global productive capacity for
titanium;
- changes in product pricing and
costs;
- the impact of long-term contracts with
vendors on TIMET’s ability to reduce or increase supply;
- the possibility of labor
disruptions;
- fluctuations in currency exchange
rates;
- fluctuations in the market price of
marketable securities;
- uncertainties associated with new
product or new market development;
- the availability of raw materials and
services;
- changes in raw material prices and
other operating costs (including energy costs);
- possible disruption of business or
increases in the cost of doing business resulting from terrorist
activities or global conflicts;
- possible disruption of business or
increases in the cost of doing business resulting from natural
disasters or other accidents impacting TIMET, TIMET’s customers or
TIMET’s vendors;
- competitive products and strategies;
and
- other risks and uncertainties.
Should one or more of these risks materialize (or the
consequences of such a development worsen), or should the
underlying assumptions prove incorrect, actual results could differ
materially from those forecasted or expected.
About Titanium Metals Corporation
TIMET, headquartered in Dallas, Texas, is a leading worldwide
producer of titanium metal products. Information on TIMET is
available on its website at www.timet.com.
About Precision Castparts Corporation
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, the Company is
the leading producer of airfoil castings for the industrial gas
turbine market. PCC 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.
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