Crane Co. Commences Tender Offer for Merrimac Industries, Inc.
05 Januar 2010 - 10:45PM
Business Wire
Crane Co. (NYSE: CR), a diversified manufacturer of highly
engineered industrial products, today announced that it has
commenced its tender offer for Merrimac Industries, Inc. (AMEX:
MRM).
The move represents the next step toward an acquisition first
announced on December 23, 2009.
Crane anticipates the acquisition will close in the first
quarter of 2010. The cash tender, through Crane Merger Co., a
wholly owned Crane subsidiary, is for all outstanding shares of
Merrimac common stock at a price of $16.00 per share, without
interest and less any applicable withholding or stock-transfer
taxes. The tender offer is subject to conditions set forth in the
Offer to Purchase, including a minimum share-tender condition and
other customary conditions, as described in the merger
agreement.
Unless extended, the tender offer and any withdrawal rights to
which Merrimac stockholders may be entitled will expire at
midnight, New York City time, on Tuesday, February 2, 2010.
Following acceptance for payment of shares in the tender offer and
completion of the transactions contemplated in the merger
agreement, Merrimac will become a wholly owned subsidiary of
Crane.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials filed by Crane and Crane Merger Co. with the SEC on
January 5, 2010. In addition, on January 5, 2010, Merrimac filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials, including the Solicitation/Recommendation
Statement, are available free of charge from BNY Mellon Shareowner
Services, the information agent for the tender offer, toll-free at
(800) 777-3764 (banks and brokers call collect (201) 680-6579).
Mellon Investor Services LLC is acting as depositary for the tender
offer.
About Crane Co.
Crane Co. is a diversified manufacturer of highly engineered
industrial products. Founded in 1855, Crane provides products and
solutions to customers in the aerospace, electronics, hydrocarbon
processing, petrochemical, chemical, power generation, automated
merchandising, transportation and other markets. The Company has
five business segments: Aerospace & Electronics, Fluid
Handling, Engineered Materials, Merchandising Systems, and
Controls. Crane has approximately 10,000 employees in North
America, South America, Europe, Asia and Australia. Crane Co. is
traded on the New York Stock Exchange (NYSE:CR). For more
information, visit www.craneco.com.
Special Note:
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell
securities. The tender offer is being made only pursuant to the
Offer to Purchase, Letter of Transmittal and related materials that
Crane and Crane Merger Co. have filed with the SEC on a Tender
Offer Statement on Schedule TO on January 5, 2010. In addition,
Merrimac has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer on January 5, 2010.
The Tender Offer Statement (and related materials) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. Those materials may be obtained free
of charge from BNY Mellon Shareowner Services, the information
agent for the tender offer, toll-free at (800) 777-3764 (banks and
brokers call collect (201) 680-6579). In addition, all of those
materials (and all other offer documents filed with the SEC) are
available at no charge on the SEC’s website at www.sec.gov.
Forward-Looking
Statements
This press release may contain forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
These statements present management’s expectations, beliefs, plans
and objectives regarding future financial performance, and
assumptions or judgments concerning such performance. Any
discussions contained in this press release, except to the extent
that they contain historical facts, are forward-looking and
accordingly involve estimates, assumptions, judgments and
uncertainties. Such forward-looking statements include the expected
benefits and costs of the transaction; management plans relating to
the transaction; the expected timing of the completion of the
transaction; the ability to complete the transaction; any
statements of the plans, strategies and objectives of management
for future operations, including the execution of integration
plans; any statements of expectation or belief; and any statements
of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the transaction may
not be timely completed, if at all; that, prior to the completion
of the transaction, Merrimac’s business may experience disruptions
due to transaction-related uncertainty or other factors making it
more difficult to maintain relationships with employees, licensees,
other business partners or governmental entities; that the parties
are unable to successfully implement integration strategies; and
other risks that are described in Crane’s and Merrimac’s reports
filed with the Securities and Exchange Commission, including but
not limited to the risks described in Crane’s Annual Report on Form
10-K for its fiscal year ended December 31, 2008 and Merrimac’s
Annual Report on Form 10-K for the fiscal year ended January 3,
2009. Crane assumes no obligation and does not intend to update
these forward-looking statements.
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