Crane Co. (NYSE:CR), a diversified manufacturer of highly engineered
industrial products, announced that it had reached an agreement with
sellers of MEI Conlux Holdings (“MEI”), on revised terms for the
acquisition of MEI. As previously announced, the European Commission
cleared the pending acquisition of MEI conditioned upon Crane Co.’s
entry into agreements satisfactory to the Commission to implement
remedies regarding two product lines – divestiture of the B2B bill
recycler product line and licensing in Europe for the Currenza C2
coin recycler product line, both manufactured and sold by Crane Co.’s
Payment Solutions business, within its Merchandising Systems segment.
The remedies would not affect the competing bill and coin recycler
product lines of MEI.
Under the revised agreement, the purchase price will be approximately
$804 million on a cash free and debt free basis, compared to the
previously announced price of $820 million, in each instance subject to
customary adjustments as provided in the purchase agreement. Crane also
agreed to share in one-third of any refinancing costs incurred by MEI as
a result of the delayed closing, up to a maximum of $5 million. Crane
will be responsible for implementing the divestiture and licensing
remedies pursuant to the conditions of the European Commission clearance
and will retain any proceeds thereof. Subject to successful execution of
the remedies, the acquisition is expected to close in the fourth quarter
of 2013.
Crane Co. also noted that the U.S. Federal Trade Commission cleared the
MEI acquisition, without conditions, on July 23.
As a result of the agreement with the sellers of MEI and the commitments
to the European Commission, as well as a more conservative near-term
growth outlook for MEI, Crane is revising its accretion estimate of MEI
within the first twelve months of ownership from $0.25 per share to
$0.20 per share, which includes $0.07 per share of synergies. Crane
reaffirmed its estimate that synergies will reach $25 million pre-tax,
or $0.30 per share by year three. These estimates exclude inventory
step-up and one-time transaction costs.
This press release may contain forward-looking statements as defined
by the Private Securities Litigation Reform Act of 1995. These
statements present management’s expectations, beliefs, plans and
objectives regarding future financial performance, and assumptions or
judgments concerning such performance. Any discussions contained
in this press release, 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 the forward-looking statements. Such
factors are detailed in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 and subsequent reports filed with
the Securities and Exchange Commission.
Crane Co.
Richard E. Koch, 203-363-7352
Director, Investor Relations
and Corporate Communications
www.craneco.com