Precision Castparts Corp. (NYSE:PCP) (PCC) today announced the
successful completion of the cash tender offer (the "Offer"),
through its wholly owned subsidiary, ELIT Acquisition Sub Corp.
(Purchaser), for all of the outstanding shares of common stock of
Titanium Metals Corporation (NYSE:TIE) (Timet) (the "Shares") for
$16.50 per Share.
The Offer and withdrawal rights expired at 5:00 p.m., New York
City time, on Thursday, December 20, 2012. The depositary for
the Offer has indicated that, as of the expiration of the Offer,
approximately 150,520,615 Shares (representing approximately 86.0%
of the outstanding Shares) have been validly tendered and not
withdrawn from the Offer, including Shares subject to guaranteed
delivery procedures. In accordance with the terms of the
Offer, Purchaser accepted for payment all Shares that were validly
tendered and not withdrawn prior to the expiration of the Offer,
and payment for such Shares will be made promptly in accordance
with the terms of the Offer. Timet is now a subsidiary of PCC
and, effective December 21, 2012, Timet's results will be reported
as part of PCC's Forged Products segment.
PCC also announced the commencement of a subsequent offering
period to acquire all remaining untendered Shares. The
subsequent offering period will expire at 5:00 p.m., New York City
time, on Friday, January 4, 2013, unless extended. PCC and
Purchaser reserve the right to extend the subsequent offering
period in accordance with applicable law and the terms of the
definitive merger agreement, dated November 9, 2012, by and among
PCC, Purchaser and Timet. Any such extension will be followed
as promptly as practicable by a public announcement, which will be
no later than 9:00 a.m., New York City time, on the next business
day after the subsequent offering period was scheduled to
expire. During the subsequent offering period, Purchaser will
immediately accept for payment and promptly pay for the Shares as
they are properly tendered. Stockholders who properly tender
Shares during such period will receive the same $16.50 per Share
price, without interest and subject to applicable withholding
taxes, that was paid in the Offer. Procedures for tendering
Shares during the subsequent offering period are the same as during
the initial offering period with two exceptions: (1) Shares cannot
be delivered by the guaranteed delivery procedure and (2) pursuant
to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as
amended, Shares tendered during the subsequent offer period may not
be withdrawn.
Following completion of the subsequent offering period, PCC and
Purchaser intend to increase PCC's ownership percentage of Timet to
100% by means of a merger under Delaware law. As a result of
the purchase of Shares in the Offer, PCC has sufficient voting
power to approve the merger without the affirmative vote of any
other Timet stockholder. In the merger, each Share not
previously purchased in the Offer will be converted, subject to
appraisal rights, into the right to receive the same $16.50 per
Share price, without interest and subject to applicable withholding
taxes, that was paid in the Offer. Timet stockholders who do
not tender their Shares in the Offer will not receive payment for
their Shares until completion of the merger.
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.
The Precision Castparts Corp. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=8204
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 subsequent
offering period 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.
Precision Castparts Corp.'s press releases are available on the
Internet at Globe Newswire's website – http://www.globenewswire.com
or PCC's home page at http://www.precast.com. If you wish to be
removed from this list, please reply to
Unsubscribe@precastcorp.com.
CONTACT: Dwight Weber, Director of Communications (503) 946-4855
Website: http://www.precast.com
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