Exhibit 99.1
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- andsix-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.
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.
Important Notice Regarding Forward-Looking Statements
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 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 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 Form10-K for the fiscal year ended December 31, 2018, CIRCOR’s Annual Report on Form10-K for the fiscal year ended December 31, 2018 and subsequent reports filed with the SEC, and will be found in the definitive proxy statement that may 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.