CLARCOR Announces Record Date & Meeting Date for Special Meeting of Stockholders in Connection with the Pending Parker-Hannif...
10 Januar 2017 - 10:30PM
Business Wire
CLARCOR Inc. (NYSE: CLC) (“CLARCOR” or the “Company”), announced
today that it has established a record date of January 19, 2017,
and a meeting date of February 23, 2017, for a special meeting of
stockholders at which the Company’s stockholders will consider and
vote upon, among other things, a proposal to adopt the previously
announced Agreement and Plan of Merger, dated December 1, 2016 (the
“Merger Agreement”), by and among the Company, Parker-Hannifin
Corporation, an Ohio corporation (“Parker-Hannifin”), and Parker
Eagle Corporation, a Delaware corporation and wholly owned
subsidiary of Parker-Hannifin (“Merger Sub”), providing for the
merger of Merger Sub with and into the Company, with the Company
surviving the merger as a wholly owned subsidiary of
Parker-Hannifin (the “pending Parker-Hannifin transaction”).
Company stockholders as of the close of business on the record
date for the special meeting will be entitled to notice of, and to
vote at, the special meeting.
About CLARCOR
CLARCOR is based in Franklin, Tennessee and is a diversified
marketer and manufacturer of mobile, industrial and environmental
filtration products sold in domestic and international markets.
Common shares of CLARCOR are traded on the New York Stock Exchange
under the symbol “CLC”. Further information on CLARCOR can be found
at www.clarcor.com.
Additional Information and Where to Find
It
In connection with the pending Parker-Hannifin transaction, the
Company has filed a preliminary proxy statement on Schedule 14A
with the SEC. In addition, a definitive proxy statement will be
filed by the Company and provided to the Company’s stockholders.
THE COMPANY’S STOCKHOLDERS ARE ENCOURAGED TO READ THE PRELIMINARY
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING THE
DEFINITIVE PROXY STATEMENT (WHEN FILED), FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY NOW AND WHEN FUTURE FILINGS BECOME
AVAILABLE BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PENDING PARKER-HANNIFIN TRANSACTION. Investors and
security holders will be able to obtain the documents free of
charge at the SEC’s website, www.sec.gov, or from the Company’s
website at www.clarcor.com under the heading “Investor Information”
or by emailing the Company at investor@clarcor.com.
Participants in Solicitation
Parker-Hannifin, the Company and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the pending Parker-Hannifin transaction. Information
concerning Parker-Hannifin’s directors and executive officers is
set forth in the proxy statement, filed September 26, 2016, for
Parker-Hannifin’s 2016 annual meeting of shareholders as filed with
the SEC on Schedule 14A and in its most recent Annual Report on
Form 10-K for the fiscal year ended June 30, 2016 as filed with the
SEC on August 26, 2016. Information concerning the Company’s
directors and executive officers is set forth in the proxy
statement, filed February 19, 2016, for the Company’s 2016 annual
meeting of stockholders as filed with the SEC on Schedule 14A and
in its most recent Annual Report on Form 10-K for the fiscal year
ended November 28, 2015 as filed with the SEC on January 22, 2016.
Additional information regarding the interests of such participants
in the solicitation of proxies in respect of the pending
Parker-Hannifin transaction are included in the preliminary proxy
statement and other relevant materials filed with the SEC, and will
be included in the definitive proxy statement and other relevant
materials to be filed with the SEC when they become available.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements made in this press release other than
statements of historical fact, are forward-looking statements.
These statements may be identified from use of the words “may,”
“should,” “could,” “potential,” “continue,” “plan,” “forecast,”
“estimate,” “project,” “believe,” “intent,” “anticipate,” “expect,”
“target,” “is likely,” “will,” or the negative of these terms, and
similar expressions. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. The Company believes that its expectations are based on
reasonable assumptions. However, these forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that could cause the Company’s actual results, performance
or achievements, or industry results, to differ materially from the
Company’s expectations of future results, performance or
achievements expressed or implied by these forward-looking
statements. In addition, there are various risks and uncertainties
associated with the pending Parker-Hannifin transaction, including
but not limited to, the occurrence of any event, change or other
circumstances that could delay the closing of the pending
Parker-Hannifin transaction; the possibility of non-consummation of
the pending Parker-Hannifin transaction and termination of the
Merger Agreement; the failure to obtain Company stockholder
approval of the pending Parker-Hannifin transaction or to satisfy
any of the other conditions to the Merger Agreement; the
possibility that a governmental entity may prohibit, delay or
refuse to grant a necessary regulatory approval in connection with
the pending Parker-Hannifin transaction; the risk that stockholder
litigation in connection with the pending Parker-Hannifin
transaction may affect the timing or occurrence of the pending
Parker-Hannifin transaction or result in significant costs of
defense, indemnification and liability; the significant transaction
costs which have been and may continue to be incurred by the
Company related to the pending Parker-Hannifin transaction; and
other potential risks to the Company associated with any failure to
close the Parker-Hannifin transaction, including the potential
distraction of employee and management attention during the
pendency of the merger, uncertainty about the effect of the pending
Parker-Hannifin transaction on the Company’s relationships with
employees, potential and existing customers and suppliers and other
parties, and the impact that the failure of the pending
Parker-Hannifin transaction to close could have on the trading
price of shares of Company common stock and the Company’s operating
results. You should not place undue reliance on any forward-looking
statements. These statements speak only as of the date of this
press release. Except as otherwise required by applicable laws, the
Company undertakes no obligation to publicly update or revise any
forward-looking or other statements included in this press release,
whether as a result of new information, future events, changed
circumstances or any other reason.
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version on businesswire.com: http://www.businesswire.com/news/home/20170110006342/en/
Media:Sard Verbinnen & Co.David Millar/Jacob
Crows212-687-8080 or 312-895-4700orInvestors:CLARCOR Inc.David J.
Fallon, Chief Financial Officer,
615-771-3100David.Fallon@clarcor.com
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