PORTLAND, Ore., Dec. 20, 2012 /PRNewswire/ -- Precision Castparts
Corp. (NYSE: PCP) (PCC) announced today that it, through its wholly
owned subsidiary, ELIT Acquisition Sub Corp. (Purchaser), has
extended by one day the expiration date of its previously announced
cash tender offer (the "Offer") to purchase all of the outstanding
shares of common stock of Titanium Metals Corporation (NYSE: TIE)
(Timet) for $16.50 per share.
The Offer is now scheduled to expire at 5:00
p.m., New York City time,
on December 20, 2012, unless further
extended in accordance with the merger agreement and the applicable
rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC"). The Offer was previously scheduled to
expire at 5:00 p.m., New York City time, on Wednesday, December 19, 2012. The
Depositary for the Offer has indicated that, as of the initial
expiration date of the Offer on December 19,
2012, approximately 149,581,738 shares of common stock of
Timet (representing approximately 85.4% of the outstanding shares
of common stock) have been validly tendered in and not withdrawn
from the Offer, including shares of common stock of Timet subject
to guaranteed delivery procedures.
As of the initial expiration of the Offer, PCC remained in
discussions with the Ministry of the Economy & Finance of
France (the "Ministry of the
Economy") to seek the Ministry of the Economy's prior authorization
for PCC's proposed acquisition of Timet or satisfactory
alternatives thereto. Earlier this morning on December 20, 2012, PCC reached an agreement with
the Ministry of the Economy regarding PCC's proposed acquisition of
Timet. Accordingly, any conditions to the Offer requiring the
Ministry of the Economy's prior authorization will either be
satisfied or waived.
On December 19, 2012, the European
Commission unconditionally cleared the Offer and the Merger
pursuant to Council Regulation n°139/2004 (the "EU Merger
Regulation") following a Phase I investigation. In addition,
as previously disclosed in PCC's tender offer statement, on
December 14, 2012, the waiting period
with respect to the transaction under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (or "HSR Act") expired.
Accordingly, the conditions to the offer relating to the expiration
or termination of the applicable waiting periods under the HSR Act
and clearance pursuant to the EU Merger Regulation have been
satisfied.
The offer is subject to other conditions that are specified in
the offer documents.
Except for the extension of the Offer expiration date, all other
terms and conditions of the Offer remain unchanged.
Stockholders who have already tendered their shares of common
stock of Timet do not have to re-tender their shares or take any
other action as a result of the extension of the expiration date of
the Offer.
The tender offer statement and related materials have been filed
with the SEC. Timet Stockholders who have questions about the
Offer, or who need assistance with tendering their shares of common
stock of Timet, may call the Information Agent, Georgeson Inc.
toll-free, at (888) 661-5651.
About Precision Castparts Corp.
Precision Castparts Corp. is a worldwide, diversified
manufacturer of complex metal components and products. It
serves the aerospace, power, and general industrial markets. PCC is
the market leader in manufacturing large, complex structural
investment castings, airfoil castings, forged components,
aerostructures and highly engineered, critical fasteners for
aerospace applications. In addition, PCC is the leading
producer of airfoil castings for the industrial gas turbine
market. PCC also manufactures extruded seamless pipe,
fittings, forgings, and clad products for power generation and oil
& gas applications; commercial and military airframe
aerostructures; and metal alloys and other materials to the casting
and forging industries.
About Titanium Metals Corporation
Timet, the largest independent titanium manufacturer in
the United States, offers a full
range of titanium products, including ingot and slab, forging
billet, and mill forms.
Timet is vertically integrated, capable of making its own
titanium sponge. In 2011, more than 75 percent of Timet's
sales were to aerospace and defense end markets, with PCC
representing more than 15 percent of total sales. Timet
operates seven primary melting or mill facilities in Henderson, Nevada; Toronto, Ohio; Morgantown, Pennsylvania; Vallejo, California; Witton, England; Waunarlwydd, Wales; and Ugine, France, and employs approximately 2,750
people.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer
is being made pursuant to a tender offer statement (including an
offer to purchase, letter of transmittal, and related tender offer
documents), which was filed by PCC and Purchaser with the U.S.
Securities and Exchange Commission (the SEC) on November 20, 2012 and which has been
subsequently updated and amended. In addition, Timet
filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as
updated and amended, the Schedule 14D-9) with the SEC related to
the tender offer. Investors and stockholders are urged to read the
tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents, as updated and
amended) and the Schedule 14D-9 (as updated and amended) Carefully
because they contain important information. Investors may
obtain a free copy of these documents and other relevant documents
filed with the SEC through the website maintained by the SEC at
www.sec.gov. In addition, a copy of the tender offer
statement will be made available free of charge to all stockholders
of Timet who direct a request to Georgeson Inc., the Information
Agent for the offer, toll-free at (888) 661-5651.
Forward-Looking Statements
This release contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995,
based on current expectations or beliefs, as well as a number of
assumptions about future events. The forward-looking
statements in this release address a variety of subjects including
but not limited to the expected date of closing of the tender offer
and the acquisition, the potential benefits of the merger,
including the potentially accretive and synergistic benefits, and
any other statements or beliefs about PCC's plans, beliefs or
expectations. The following factors, among others, could
cause actual results to differ materially from those described in
these forward-looking statements: the risk that Timet's business
will not be successfully integrated with PCC's business; costs
associated with the merger and tender offer; the unsuccessful
completion of the tender offer; matters arising in connection with
the parties' efforts to comply with and satisfy applicable
regulatory approvals and closing conditions relating to the
transaction; fluctuations in the aerospace, power generation, and
general industrial cycles; the relative success of PCC's entry into
new markets; competitive pricing; the financial viability of PCC's
significant customers; the concentration of a substantial portion
of our business with a relatively small number of key customers;
the impact on PCC of customer or supplier labor disputes; the
uncertainty of litigation, the costs and expenses of litigation,
the potential material adverse effect litigation could have on
PCC's business and results of operations if an adverse
determination in litigation is made, and the time and attention
required of management to attend to litigation; demand, timing, and
market acceptance of new commercial and military programs,
including the Boeing 787; the availability and cost of energy,
materials, supplies, and insurance; the cost of pension benefits
and post-retirement medical benefits; equipment failures; product
liability claims; relations with PCC's employees; PCC's ability to
manage its operating costs and to integrate other acquired
businesses in an effective manner; misappropriation of our
intellectual property rights; governmental regulations and
environmental matters; risks associated with international
operations and world economies; the relative stability of certain
foreign currencies; the impact of adverse weather or natural
disasters; the availability and cost of financing; and
implementation of new technologies and process improvement.
Any forward-looking statements should be considered in light of
these factors. PCC undertakes no obligation to publicly
release any forward-looking information to reflect anticipated or
unanticipated events or circumstances after the date of this
document.
SOURCE Precision Castparts Corp.