Carlisle Companies Incorporated and Hawk Corporation Announce Early Termination of HSR Waiting Period
November 23 2010 - 4:31PM
Business Wire
Carlisle Companies Incorporated (NYSE: CSL), and Hawk
Corporation (NYSE Amex: HWK), today jointly announced that their
request for early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), with respect to Carlisle’s acquisition of Hawk has
been granted. Under the HSR Act, Carlisle’s acquisition of Hawk may
not be consummated unless certain filings have been submitted to
the Federal Trade Commission and the Antitrust Division of the U.S.
Department of Justice, and certain waiting period requirements have
been satisfied. Early termination of the HSR waiting period
confirms that the applicable HSR Act filing and waiting period
requirements with respect to the previously announced tender offer
and proposed merger have been satisfied.
On November 1, 2010, HC Corporation, a wholly owned subsidiary
of Carlisle, commenced its tender offer to acquire all the
outstanding shares of Hawk's Class A common stock (together with
the associated preferred share purchase rights) at a purchase price
of $50.00 per share, net to the seller in cash, without interest,
less any applicable withholding taxes. The tender offer is
scheduled to expire at 12:00 midnight, New York City time, at the
end of the day on Tuesday, November 30, 2010, unless it is
extended. The Hawk board of directors has unanimously recommended
that Hawk stockholders accept the tender offer, tender their shares
of Hawk Class A common stock in the tender offer, and if necessary,
adopt the merger agreement.
Complete terms and conditions of the tender offer are set forth
in the offer to purchase, letter of transmittal and other related
materials filed with the Securities and Exchange Commission by
Carlisle and HC Corporation on November 1, 2010, with the tender
offer statement on Schedule TO, as amended.
About Carlisle Companies Incorporated
Carlisle is a diversified global manufacturing company serving
the construction materials, commercial roofing, specialty tire and
wheel, power transmission, heavy-duty brake and friction,
foodservice, aerospace, and test and measurement industries.
About Hawk Corporation
Hawk is a leading supplier of friction products for brakes,
clutches and transmissions used in airplanes, trucks, construction
and mining equipment, farm equipment, and recreational and
performance automotive vehicles.
IMPORTANT INFORMATION AND WHERE TO FIND IT
This press release is not an offer to purchase or a
solicitation of an offer to sell any securities of Hawk Corporation
(“Hawk”), nor is it a substitute for the tender offer materials
described below and filed by Carlisle Companies Incorporated
(“Carlisle”) and Hawk with the Securities and Exchange Commission
(the “SEC”) on November 1, 2010, as amended.
Investors and security holders of Hawk are urged to read
Carlisle’s offer to purchase filed with the SEC on Schedule TO (as
amended, the “Schedule TO”) and Hawk’s solicitation/recommendation
statement filed with the SEC on Schedule 14D-9 (as amended, the
“Schedule 14D-9”). Hawk stockholders are urged to read these
materials carefully as they contain important information,
including the terms and conditions of the offer. Hawk stockholders
may obtain a free copy of these materials and other documents filed
by Carlisle or Hawk with the SEC at the website maintained by the
SEC at www.sec.gov. The Schedule TO, including the
offer to purchase and related materials, and the Schedule 14D-9,
including the solicitation/recommendation statement may also be
obtained for free by contacting D.F. King & Co., Inc., the
information agent for the tender offer, at (212) 269-5550 or
toll-free at (800) 659-5550, or by contacting Carlisle at (704)
501-1100.
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