As previously disclosed, on December 1, 2016, CLARCOR Inc. (the
Company), Parker-Hannifin Corporation (Parker-Hannifin), and Parker Eagle Corporation, a wholly owned subsidiary of Parker-Hannifin (Merger Sub), entered into an Agreement and Plan of Merger, pursuant to which
Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parker-Hannifin (the pending Parker-Hannifin transaction).
The waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the HSR Act), with respect to the pending
Parker-Hannifin transaction expired at 11:59 p.m. on January 17, 2017.
The expiration of the waiting period under the HSR Act satisfies one of the
conditions to the closing of the pending Parker-Hannifin transaction. The pending Parker-Hannifin transaction remains subject to other closing conditions, including, among others, approval by the Companys stockholders and receipt of other
applicable regulatory approvals outside of the United States. Based on the current status of the parties applications for such regulatory approvals and the current date for the Companys special meeting on February 23, 2017, the
parties currently expect the pending Parker-Hannifin transaction to be completed by the end of the first quarter of calendar year 2017.
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 Companys stockholders. THE COMPANYS 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 SECs website, www.sec.gov, or from the Companys 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-Hannifins directors and executive officers is set forth in the proxy statement, filed September 26, 2016, for
Parker-Hannifins 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 Companys directors and executive officers is set forth in the proxy statement, filed February 19, 2016, for
the Companys 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 report 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 report 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 Companys actual results, performance or achievements, or industry results, to differ materially from the Companys 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 risk that the Company could be required to pay a termination fee of $113 million to Parker-Hannifin under certain circumstances pursuant to the terms 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 Companys 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 Companys operating results. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this report. 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 report, whether as a result of new information, future events, changed circumstances or any other reason.