Federal Trade Commission Requests Additional Information Regarding Acquisition
August 08 2011 - 6:17PM
Business Wire
Carpenter Technology Corporation (NYSE: CRS) and Latrobe
Specialty Metals, Inc. today announced that each party has received
a request for additional information from the U.S. Federal Trade
Commission (FTC) in connection with Carpenter's pending acquisition
of Latrobe. The request for information from the FTC, commonly
referred to as a “Second Request,” is part of the regulatory
process under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (HSR).
The parties intend to respond expeditiously to this request and
to continue to work cooperatively with the FTC to obtain HSR
clearance as promptly as possible. The Second Request extends the
HSR waiting period until 30 days after the parties have
substantially complied with the Second Request unless that period
is extended voluntarily by the parties or terminated sooner by the
FTC.
Closing of the transaction remains subject to the expiration or
termination of the HSR waiting period and satisfaction of other
customary closing conditions.
Forward-Looking Statements
Except for historical information, all other information in this
news release consists of forward-looking statements within the
meaning of the Private Securities Litigation Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ from those projected,
anticipated or implied. The most significant of these uncertainties
are described in Carpenter's filings with the Securities and
Exchange Commission including its annual report on Form 10-K for
the year ended June 30, 2010 and the quarterly reports on Form 10-Q
for the quarters ended September 30, 2010, December 31, 2010 and
March 31, 2011 and the exhibits attached to those filings. They
include but are not limited to: (1) the parties’ expectations with
respect to the synergies, costs and other anticipated financial
impacts of the transaction could differ from actual synergies
realized, costs incurred and financial impacts experienced as a
result of the transaction; (2) the possibility that the transaction
is delayed or does not close, including, without limitation, due to
the failure to receive any required regulatory approvals or the
failure to satisfy any closing condition, (3) the taking of
governmental action (including the passage of legislation) to block
the transaction; (4) the cyclical nature of the specialty materials
business and certain end-use markets, including aerospace,
industrial, automotive, consumer, medical, and energy, or other
influences on Carpenter's business such as new competitors, the
consolidation of competitors, customers, and suppliers or the
transfer of manufacturing capacity from the United States to
foreign countries;5) the ability of Carpenter to achieve cost
savings, productivity improvements or process changes; 6) the
ability to recoup increases in the cost of energy, raw materials,
freight or other factors; 7) domestic and foreign excess
manufacturing capacity for certain metals; 8) fluctuations in
currency exchange rates; 9) the degree of success of government
trade actions; 10) the valuation of the assets and liabilities in
Carpenter's pension trusts and the accounting for pension plans;
11) possible labor disputes or work stoppages; 12) the potential
that our customers may substitute alternate materials or adopt
different manufacturing practices that replace or limit the
suitability of our products; 13) the ability to successfully
acquire and integrate acquisitions; 14) the availability of credit
facilities to Carpenter, its customers or other members of the
supply chain; 15) the ability to obtain energy or raw materials,
especially from suppliers located in countries that may be subject
to unstable political or economic conditions; 16) our manufacturing
processes are dependent upon highly specialized equipment located
primarily in one facility in Reading, Pennsylvania for which there
may be limited alternatives if there are significant equipment
failures or catastrophic event; and 17) our future success depends
on the continued service and availability of key personnel,
including members of our executive management team, management,
metallurgists and other skilled personnel and the loss of these key
personnel could affect our ability to perform until suitable
replacements are found. Any of these factors could have an adverse
and/or fluctuating effect on Carpenter's results of operations. The
forward-looking statements in this document are intended to be
subject to the safe harbor protection provided by Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Carpenter undertakes
no obligation to update or revise any forward-looking
statements.
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