BURLINGTON, Mass.--(BUSINESS WIRE)--Jun. 17, 2019--
CIRCOR International, Inc. (NYSE:CIR) (“CIRCOR”) today confirmed that
Crane Co. (NYSE:CR) (“Crane”) has commenced an unsolicited tender offer
to acquire all of the outstanding shares of CIRCOR common stock for $45
per share in cash.
Consistent with its fiduciary duties and in consultation with its
independent legal and financial advisors, the CIRCOR board of directors
will carefully review and evaluate Crane’s tender offer to determine the
course of action that it believes is in the best interests of CIRCOR and
its shareholders. CIRCOR shareholders do not need to take any action at
The CIRCOR board of directors intends to make its recommendation with
respect to the tender offer to shareholders within ten business days by
making available to shareholders and filing with the Securities and
Exchange Commission a Solicitation / Recommendation Statement on
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 and oil & gas. 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 International, Inc. (“CIRCOR”) intends to file a Solicitation /
Recommendation Statement on Schedule 14D-9 with respect to the Crane
tender offer with the Securities and Exchange Commission (“SEC”) within
ten business days of the commencement of the tender offer. CIRCOR
SHAREHOLDERS ARE ADVISED TO READ THE SOLICITATION / RECOMMENDATION
STATEMENT AND OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TENDER OFFER. Shareholders will be able to obtain free
copies of the Solicitation / Recommendation Statement and other
documents filed with the SEC by CIRCOR with respect to the tender offer
at the SEC’s website at http://www.sec.gov.
In addition, shareholders will be able to obtain free copies of these
documents from CIRCOR by directing a request to CIRCOR at CIRCOR
International, 30 Corporate Drive, Suite 200, Burlington, Massachusetts
01803-4238, 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 firstname.lastname@example.org.
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 Crane’s unsolicited tender offer.
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190617005413/en/
Source: CIRCOR International, Inc.
David F. Mullen
Senior Vice President Finance
Matthew Sherman / Andi Rose
Joele Frank, Wilkinson Brimmer Katcher