Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 22 2019 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 2019 (May 21, 2019)
CRANE CO.
(Exact name
of registrant as specified in its charter)
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Delaware
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1-1657
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13-1952290
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(State or other jurisdiction
of incorporation )
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(Commission
File No.)
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(IRS Employer
Identification No.)
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100 First Stamford Place, Stamford, CT
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06902
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code:
203-363-7300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $1.00
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CR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
SECTION 8 OTHER EVENTS
As previously disclosed, on May 21, 2019, Crane Co. (the Company) announced that on April 30, 2019 the Company sent a
letter to the board of directors of CIRCOR International, Inc. (CIRCOR) outlining its proposal to acquire CIRCOR for $45.00 per share in cash (the Proposal). Also on May 21, 2019, the Company held an investor call to
discuss the Proposal. A copy of the transcript of that call is attached as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01.
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Financial Statements and Exhibits.
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Important Notice Regarding Forward-Looking Statements
The information in this Form
8-K
may contain forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995. These statements are based on managements current beliefs, expectations, plans, assumptions and objectives regarding the future financial performance of the Company and 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 Companys or CIRCORs 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 Companys Annual Report on Form
10-K
for the fiscal year ended December 31, 2018, CIRCORs 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 SECs website (www.sec.gov). The Company does not undertake to update any forward-looking statements.
Additional Information and Where to Find It
This
communication 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. This communication does 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 will
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 IF AND WHEN IT BECOMES AVAILABLE BECAUSE IT 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 SECs Web site (www.sec.gov). Investors may also obtain the Companys SEC filings in connection with the
transaction, free of charge, from the Companys Web site (www.craneco.com).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CRANE CO.
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Date: May 22, 2019
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By:
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/s/ Anthony M. DIorio
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Name: Anthony M. DIorio
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Title: Vice President, General Counsel and Secretary
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