Carlisle Companies Incorporated Successfully Completes Tender Offer for Hawk Corporation
December 01 2010 - 8:56AM
Business Wire
Carlisle Companies Incorporated (NYSE: CSL), and Hawk
Corporation (NYSE Amex: HWK), today jointly announced the
successful completion of the previously announced tender offer for
all of the outstanding shares of Hawk Class A common stock
(together with the associated preferred share purchase rights). The
offer expired at 12:00 midnight, New York City time, at the end of
the day on November 30, 2010.
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. Based on a preliminary count
by the depositary for the tender offer, a total of 7,321,448 shares
of Hawk Class A common stock, including 312,450 shares tendered
under guaranteed delivery procedures, representing approximately 94
percent of Hawk’s outstanding common stock, were validly tendered
and not withdrawn in the tender offer. As of the expiration of the
tender offer, Hawk had 7,759,063 shares of Class A common stock
outstanding. All shares that were validly tendered and not
withdrawn have been accepted for payment by HC Corporation in
accordance with the terms of the tender offer and applicable
law.
Carlisle, through its direct wholly owned subsidiary, HC
Corporation, will acquire all of the remaining outstanding shares
of Hawk Class A common stock by means of a merger under Delaware
law. In the merger, each outstanding share of Hawk Class A common
stock (other than shares to which the holder has properly exercised
appraisal rights) will be converted into the right to receive
$50.00 net to the seller in cash, without interest, less any
applicable withholding taxes. As a result of the completion of the
merger, Hawk’s Class A common stock will cease trading on the NYSE
Amex. Carlisle expects that the merger will be implemented on an
expedited basis pursuant to the short form merger procedure
available under Delaware law.
Complete terms and conditions of the tender offer are set forth
in the tender offer materials, including the offer to purchase and
letter of transmittal, filed with the Securities and Exchange
Commission by Carlisle and HC Corporation on November 1, 2010, with
Carlisle’s tender offer statement on Schedule TO, as amended and
supplemented.
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.
Forward-Looking Statements
This press release contains forward-looking statements. These
statements are based on current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ
materially from these expectations due to changes in global
economic, business, competitive, market, regulatory and other
factors, including the risk that the transaction may not be
consummated; and the risk that Hawk may not be integrated
successfully into Carlisle. More detailed information about these
factors is contained in filings made by Carlisle and Hawk with the
SEC. Neither Carlisle nor Hawk undertakes any duty to update
forward-looking statements.
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