SECTION 8 – OTHER EVENTS
As previously disclosed, on June 17, 2019, CR Acquisition Company (the “Purchaser”), a wholly owned subsidiary of Crane Co. (the “Company”), commenced a tender offer to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of CIRCOR International, Inc. (“CIRCOR”) for $45.00 per Share, net to the seller in cash, without interest and less any required withholding taxes (together with any amendments or supplements thereto, the “Tender Offer”). Also as previously disclosed, on July 8, 2019, the Purchaser amended the Tender Offer to, among other things, increase the price to be paid for the Shares to $48.00 per Share, net to the seller in cash, without interest and less any required withholding taxes. The terms and conditions of the Tender Offer are set forth in the Schedule TO filed by the Company and the Purchaser with the Securities and Exchange Commission (the “SEC”) on June 17, 2019, as subsequently amended on June 24, 2019, July 2, 2019, July 8, 2019 and July 15, 2019.
On July 15, 2019, the Company issued a press release announcing that the Company and the Purchaser, absent substantive engagement, will cease its efforts to acquire CIRCOR and will not extend the Tender 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). The press release is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
Important Notice Regarding Forward-Looking Statements
The information in this Form8-K 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.
Additional Information and Where to Find It
On June 17, 2019, the Purchaser, a wholly owned subsidiary of the Company, commenced a cash tender offer for all outstanding Shares of common stock of CIRCOR not already owned by the Company or any of its subsidiaries, subject to the terms and conditions set forth in the Offer to Purchase, dated as of June 17, 2019, as subsequently amended on June 24, 2019, July 2, 2019, July 8, 2019 and July 15, 2019 (the “Offer to Purchase”). The purchase price to be paid upon the successful closing of the cash tender offer is $48.00 net per Share in cash, without interest and less any required withholding tax, subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal that accompanies the Offer to Purchase. The offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, July 19, 2019 (which is the end of the day on July 19, 2019), unless further extended in the manner set forth in the Offer to Purchase.
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