Crane Co. Commences Tender Offer to Acquire All Outstanding Shares of CIRCOR for $45 Per Share in Cash

Source Press Release
Company Crane Co.CIRCOR International, Inc. 
Tags Corporate Deals, Deals, Oil Services
Date June 17, 2019
  • Tender offer reaffirms Crane Co.’s strong commitment to completing the acquisition of CIRCOR
  • All cash offer provides shareholders certain value versus reliance on a continuing history of underperformance and missed targets
  • Offer price represents a 47% premium over the undisturbed market close on May 20, 2019, and 31% and 51% premiums over the three- and six-month undisturbed volume weighted average share prices, respectively
  • Crane Co. continues to prefer a negotiated transaction with CIRCOR’s Board of Directors

Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, today commenced a cash tender offer to acquire all of the outstanding shares of  CIRCOR International, Inc. (NYSE: CIR) (“CIRCOR”) for $45 per share, a 47% premium over the undisturbed market close on May 20, 2019, prior to Crane making its proposal to acquire CIRCOR public. The offer represents 31% and 51% premiums over the three- and six-month undisturbed volume weighted average share prices, respectively. This reflects an enterprise value of approximately $1.7 billion at a multiple of approximately 13.5x the last 12-month adjusted EBITDA.

The offer and withdrawal rights are scheduled to expire at 5:00 p.m., New York City time, on July 16, 2019, unless the offer is extended.

The offer is not conditioned on financing. Wells Fargo Bank, National Association has provided Crane Co. with a commitment for the funding required to consummate the tender offer.

Max Mitchell, Crane Co. President and Chief Executive Officer said, “We are commencing this cash tender offer to provide CIRCOR shareholders a mechanism to show their support for our offer by tendering their shares. We call on CIRCOR shareholders to act now on this opportunity and we call on the CIRCOR Board to honor its fiduciary responsibilities and allow the shareholders it represents to receive the highly attractive premium we are offering.”

Mr. Mitchell continued: “Our June 4 letter to the CIRCOR Board again seeking engagement on our proposal while indicating a willingness to understand any justifications for adjusting our proposal has gone unanswered. Continuing a pattern of disregard for its shareholders, CIRCOR’s only response was to issue a vague public statement that it would provide an update ‘soon’ on its financial outlook and supposed business transformation. We note again that, to date, the company has not provided any substantive response to our proposal or rationale for how it can generate value in any reasonable period of time that is comparable to our all-cash offer today. We remind CIRCOR shareholders, as detailed in our May 21 presentation on our proposal, that over the last several years, the company has produced multiple sets of financial targets that it has consistently missed or discarded.”

“This cash tender offer provides CIRCOR shareholders the opportunity to send a clear message to the CIRCOR Board. CIRCOR shareholders have endured five years of underperformance and a series of value-destroying capital allocation decisions by current management. Shareholders should demand that the CIRCOR Board give proper consideration to Crane's all-cash proposal which is at a substantial premium.”

Any questions or requests for the Offer to Purchase or other materials related to the tender offer may be directed to Innisfree M&A Incorporated, 212-750-5833.

Advisors

Wells Fargo Securities is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to Crane.

Source: EvaluateEnergy® ©2019 EvaluateEnergy Ltd