Curtiss-Wright Closes Tender Offer for Williams Controls
Curtiss-Wright Corporation (NYSE: CW) announced today that more than 86% of the outstanding shares of Williams Controls, Inc. (NYSE: WMCO) have been tendered and that it intends to initiate a short-form merger to make Williams Controls a wholly-owned subsidiary.
The initial offering period for the tender offer expired at 11:59 p.m., EST, on Thursday, December 13, with approximately 6.6 million shares of Williams Controls common stock being tendered for $15.42 per share. This represents approximately 86.3% of the outstanding shares of Williams Controls. All shares that were validly tendered and not withdrawn have been accepted for purchase.
The completion of the tender offer is the first step in Curtiss-Wright's two-step acquisition of Williams Controls pursuant to the previously announced Agreement and Plan of Merger, dated as of October 31, 2012, among Curtiss-Wright Controls, Inc., Columbia Acquisition Sub, Inc., each a wholly-owned subsidiary of Curtiss-Wright, and Williams Controls (the "Merger Agreement"). Curtiss-Wright will exercise the "top-up option" under the Merger Agreement, through which Columbia Acquisition Sub will purchase from Williams Controls additional shares of Williams Controls common stock at the same price per share as paid in the tender, and intends to complete the short-form merger as the second and final step of the acquisition. The acquisition is expected to be completed later today.
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