- 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
STAMFORD, Conn.--(BUSINESS WIRE)--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
).
Investor Contacts:
Jason D. Feldman
Director, Investor Relations
203-363-7329
superiorvalue@craneco.com
www.craneco.com
Scott Winter / Larry Miller / Gabrielle Wolf
Innisfree M&A Incorporated
212-750-5833
Media Contacts:
Tom Davies / Molly Morse
Kekst CNC
212-521-4873 / 212-521-4826
Tom.davies@kekstcnc.com /
Molly.morse@kekstcnc.com