Crane Co. Reiterates Proposal to Deliver Significant Value to CIRCOR Shareholders
June 04 2019 - 8:49AM
Business Wire
- Crane Co. remains firmly committed to
pursuing its proposal to acquire CIRCOR
- CIRCOR shareholders have expressed
strong support for engagement and frustration with status quo
following Crane’s May 21, 2019 Investor Call
- Proposal presents a compelling
opportunity for CIRCOR shareholders to realize immediate and
certain value
- Willing to adjust proposal if CIRCOR
Board engages and provides justification
Crane Co. (NYSE: CR), a diversified manufacturer of highly
engineered industrial products, today sent a letter to the Board of
Directors of CIRCOR International, Inc. (NYSE: CIR) in which Crane
Co. reaffirmed its desire to enter into meaningful discussions
regarding a transaction that would provide a significant premium
for CIRCOR shareholders. This letter follows the CIRCOR Board of
Directors’ rejection of Crane Co.’s initial $45 per share all-cash
proposal without comment or discussion.
The full text of the letter can be found below:
June 4, 2019Dear Members of the CIRCOR Board
of Directors:
I write to reiterate Crane Co.’s strong
interest in acquiring CIRCOR International, Inc. in an all-cash
transaction. We continue to believe that our proposal to acquire
CIRCOR represents a compelling opportunity for CIRCOR shareholders,
providing a significant premium and certainty of value. Market
reaction and feedback from CIRCOR shareholders indicate strong
support for engagement and frustration with the status quo.
We continue to believe our proposal of $45
per share is full and fair based on public information available to
us. We are willing, however, to consider adjusting the price in our
proposal if CIRCOR management engages with us and provides
sufficient justification.
When the Board of Directors rejected our
proposal, it did so without any comment or invitation for a
discussion. CIRCOR’s subsequent press release, which was issued in
response to Crane’s public disclosure of its proposal, provided no
significant rationale for its rejection. The absence of a
substantive response from the Board of Directors was a disservice
to CIRCOR shareholders.
We are fully committed to pursuing our
proposal. Given the strength of CIRCOR shareholder support, absent
engagement, we will assess additional actions available to us in
furtherance of the proposed transaction.
This is a compelling opportunity to provide
your shareholders with certainty of value at a significant premium,
and to offer your employees and customers the ability to thrive
under Crane Co.’s stewardship. We urge the Board of Directors to
honor their fiduciary duties and promptly engage in meaningful,
good-faith discussions with us.
Sincerely yours,
/s/ Max H. Mitchell
Max H. MitchellPresident and Chief Executive
Officer
Advisors
Crane Co. has retained Wells Fargo Securities as its financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its
legal advisor.
About Crane Co.
Crane Co. is a diversified manufacturer of highly engineered
industrial products. Founded in 1855, Crane Co. provides products
and solutions to customers in the chemicals, oil & gas, power,
automated payment solutions, banknote design and production and
aerospace & defense markets, along with a wide range of general
industrial and consumer related end markets. The Company has four
business segments: Fluid Handling, Payment & Merchandising
Technologies, Aerospace & Electronics and Engineered Materials.
Crane Co. has approximately 12,000 employees in the Americas,
Europe, the Middle East, Asia and Australia. Crane Co. is traded on
the New York Stock Exchange (NYSE:CR). For more information,
visit www.craneco.com.
Forward-Looking Statements - Disclaimer
This press release may contain forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
These statements are based on management’s current beliefs,
expectations, plans, assumptions and objectives regarding the
future financial performance of Crane Co. (the “Company”) and
CIRCOR International, Inc. (“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 Company’s or CIRCOR’s
common stock. Any discussions contained in this communication,
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 Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, CIRCOR’s 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 SEC’s 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
SEC’s Web site (www.sec.gov). Investors may also obtain the
Company’s SEC filings in connection with the transaction, free of
charge, from the Company’s Web site (www.craneco.com).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190604005641/en/
Investors:Jason D. FeldmanDirector, Investor
Relations203-363-7329superiorvalue@craneco.comwww.craneco.com
Scott Winter / Larry Miller / Gabrielle WolfInnisfree M&A
Incorporated212-750-5833
Media:Tom Davies / Molly MorseKekst CNC212-521-4873 /
212-521-4826Tom.davies@kekstcnc.com /Molly.morse@kekstcnc.com
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