This Amendment No. 4 to Schedule TO (this Amendment) is filed by Crane
Co., a Delaware corporation (Crane), and CR Acquisition Company, a Delaware corporation (the Purchaser) and a wholly owned subsidiary of Crane, and amends and supplements the Tender Offer Statement on Schedule TO filed with
the Securities and Exchange Commission (the SEC) on June 17, 2019 (together with any amendments or supplements thereto, the Schedule TO) by Crane and the Purchaser, relating to the offer by the Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share (the Shares), of CIRCOR International, Inc., a Delaware corporation (CIRCOR), at $48.00 per Share, net to the seller in cash, without interest and less any
required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2019 (together with any amendments or supplements thereto, the Offer to Purchase), and in the related Letter
of Transmittal (together with any amendments or supplements thereto, the Letter of Transmittal, and which, together with the Offer to Purchase, collectively constitute the Offer). This Amendment is being filed on behalf of
Crane and the Purchaser.
The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated herein
by reference in response to all of the items of the Schedule TO, except as otherwise set forth below. This Amendment should be read together with the Schedule TO. Capitalized terms used but not otherwise defined have the meaning given to them
in the Offer to Purchase.
Items 1 through 11.
The Schedule TO is hereby amended and supplemented as follows:
|
1.
|
In Section 11
Background of the Offer; Other Transactions with CIRCOR
of the Offer to
Purchase, on page 30, the following is hereby added after the last paragraph of the section:
|
On July 15, 2019,
Crane issued the following press release announcing that Crane and the Purchaser, absent substantive engagement, will cease its efforts to acquire CIRCOR and will not extend the Offer past 12:00 midnight, New York City time, on Friday, July 19,
2019 (which is the end of the day on July 19, 2019):
Crane Co. Will Not Extend Its Offer to Acquire CIRCOR International
|
|
|
Due to failure of CIRCOR Board to engage in any discussions on behalf of CIRCOR shareholders, Crane Co. is
ceasing its efforts to acquire CIRCOR and will not extend its $48 per share tender offer scheduled to expire on July
19, 2019.
|
STAMFORD, Conn. Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, today announced that
absent substantive engagement this week, it will cease its efforts to acquire CIRCOR and will not extend its tender offer, amended on July 8, 2019, to acquire all outstanding shares of CIRCOR for $48 per share. The tender offer is scheduled to
expire at Midnight, New York City Time, on July 19, 2019. The offer represents a 57% premium to the undisturbed market close on May 20, 2019 and 46% and 61% premiums over the three- and
six-month
volume weighted average share prices, respectively.
Advisors
Wells Fargo Securities is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to Crane.
1