CIRCOR Board of Directors Unanimously Rejects Crane’s Revised Unsolicited Tender Offer
July 11 2019 - 7:00AM
Business Wire
CIRCOR Executing Strategic Plan to Deliver
Significant Shareholder Value
Crane’s Revised Offer Substantially Undervalues
CIRCOR and Its Future Prospects
Board Strongly Urges Shareholders Not to Tender
Shares into Crane’s Revised Offer
CIRCOR International, Inc. (NYSE: CIR) (“CIRCOR”) today
announced that its Board of Directors (the “Board”), after careful
consideration and with the advice of its independent financial and
legal advisors, unanimously rejected the revised unsolicited tender
offer from Crane Co. (NYSE: CR) (“Crane”), as it substantially
undervalues the company and is low-value, highly conditional and
opportunistic. The CIRCOR Board unanimously recommends that CIRCOR
shareholders not tender their shares into Crane’s revised
offer.
The basis for the Board's recommendation with respect to the
revised offer is set forth in CIRCOR's amended
Solicitation/Recommendation Statement on Schedule 14D-9 filed today
with the Securities and Exchange Commission ("SEC"). The Board
considered numerous reasons and determined that the execution of
the company’s strategic plan will deliver significantly greater
value in the near- and long-term for the company’s
shareholders.
“After consulting with our financial and legal advisors, it is
clear that Crane’s revised unsolicited tender offer substantially
undervalues CIRCOR and our go-forward plan for the business,” said
David F. Dietz, Chairman of the Board. “The CIRCOR Board and
management team are focused on executing our strategy so we can
deliver enhanced value to our shareholders and build a stronger,
more resilient business with an improved growth and margin profile.
We are confident that our plan will create greater value for our
shareholders that is well in excess of Crane’s offer.”
The company recently posted an investor presentation and fact
sheet on its website highlighting CIRCOR’s path to significant
value creation for shareholders, which is available on the
company’s website at https://investors.circor.com.
Evercore and J.P. Morgan Securities LLC are serving as financial
advisors to CIRCOR. Ropes & Gray LLP is serving as legal
advisor to CIRCOR.
About CIRCOR
CIRCOR International, Inc. is a leading global flow control
technology company that designs, manufactures and markets
differentiated technology products and sub-systems for markets
including aerospace & defense, industrials, oil & gas and
commercial marine. CIRCOR has a diversified flow and motion control
product portfolio with recognized, market-leading brands that
fulfill its customers’ mission critical needs. CIRCOR’s strategy is
to grow organically and through complementary acquisitions;
simplify CIRCOR’s operations; achieve world class operational
excellence; and attract and retain top talent.
CIRCOR routinely posts information that may be important to
investors in the “Investor Relations” section of its website at
www.circor.com. The company encourages investors and potential
investors to consult the CIRCOR website regularly for important
information.
Additional Information About the Crane Tender Offer
CIRCOR has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9, as amended. CIRCOR shareholders are
advised to read the Solicitation/Recommendation Statement on
Schedule 14D-9, as amended from time to time, because it contains
important information. Shareholders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended
from time to time, as well as any other documents filed by CIRCOR
in connection with the tender offer, free of charge at the SEC’s
website at www.sec.gov. In addition, shareholders can obtain free
copies of these documents from CIRCOR by directing a request to
CIRCOR International, 30 Corporate Drive, Burlington, Massachusetts
01803, Attention: investor relations, or by calling (781) 270-1200.
Shareholders may also request copies of these documents from
MacKenzie Partners, Inc., which is assisting CIRCOR in this matter,
by calling (800) 322-2885 Toll-Free or by email at
circor@mackenziepartners.com.
Forward Looking Statements
This press release contains forward-looking statements. Reliance
should not be placed on forward-looking statements because they
involve risks, uncertainties and other factors, which are, in some
cases, beyond the control of CIRCOR. Any statements in this press
release that are not statements of historical fact are
forward-looking statements, including, but not limited to, those
relating to CIRCOR’s plan to deliver significant value over the
near- and long-term, CIRCOR’s future performance, and CIRCOR’s
strategic priorities. Actual events, performance or results could
differ materially from the anticipated events, performance or
results expressed or implied by such forward-looking statements.
Important factors that could cause actual results to vary from
expectations include, but are not limited to: our ability to
respond to competitive developments and to grow our business, both
domestically and internationally; changes in the cost, quality or
supply of raw materials; our ability to comply with our debt
obligations; our ability to successfully implement our acquisition,
divestiture or restructuring strategies, including our integration
of the Fluid Handling business; changes in industry standards,
trade policies or government regulations, both in the United States
and internationally; and our ability to operate our manufacturing
facilities at current or higher levels and respond to increases in
manufacturing costs. BEFORE MAKING ANY INVESTMENT DECISIONS
REGARDING CIRCOR, WE STRONGLY ADVISE YOU TO READ THE SECTION
ENTITLED “RISK FACTORS” IN OUR MOST RECENT ANNUAL REPORT ON FORM
10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED
UNDER THE “INVESTORS” LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20190711005234/en/
Investor Contact David F. Mullen Senior Vice President
Finance CIRCOR International (781) 270-1200
Additional Investor Contact MacKenzie Partners, Inc. Dan
Burch, (212) 929-5784, dburch@mackenziepartners.com Paul Schulman,
(212) 929-5364, pschulman@mackenziepartners.com Larry Schimmel,
(212) 378-7068, lschimmel@mackenziepartners.com
Media Contact Matthew Sherman / Andi Rose / Nick
Lamplough Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
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