Precision Castparts Announces Closing of Tender Offer for Timet, Announces Subsequent Offering Period


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Precision Castparts Corp.(NYSE: PCP) (PCC) today announced the successful completion of the cash tenderoffer (the "Offer"), through its wholly owned subsidiary, ELIT Acquisition SubCorp. (Purchaser), for all of the outstanding shares of common stock ofTitanium Metals Corporation (NYSE: TIE) (Timet) (the "Shares") for $16.50 perShare.The Offer and withdrawal rights expired at 5:00 p.m., New York City time, onThursday, 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150,520,615 Shares(representing approximately 86.0% of the outstanding Shares) have been validlytendered and not withdrawn from the Offer, including Shares subject toguaranteed delivery procedures. In accordance with the terms of the Offer,Purchaser accepted for payment all Shares that were validly tendered and notwithdrawn prior to the expiration of the Offer, and payment for such Shareswill be made promptly in accordance with the terms of the Offer. Timet is nowa subsidiary of PCC and, effective December 21, 2012, Timet's results will bereported as part of PCC's Forged Products segment.PCC also announced the commencement of a subsequent offering period to acquireall remaining untendered Shares. The subsequent offering period will expire at5:00 p.m., New York City time, on Friday, January 4, 2013, unlessextended. PCC and Purchaser reserve the right to extend the subsequentoffering period in accordance with applicable law and the terms of thedefinitive merger agreement, dated November 9, 2012, by and among PCC,Purchaser and Timet. Any such extension will be followed as promptly aspracticable 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 offeringperiod was scheduled to expire. During the subsequent offering period,Purchaser will immediately accept for payment and promptly pay for the Sharesas they are properly tendered. Stockholders who properly tender Shares duringsuch period will receive the same $16.50 per Share price, without interest andsubject to applicable withholding taxes, that was paid in theOffer. Procedures for tendering Shares during the subsequent offering periodare 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, asamended, Shares tendered during the subsequent offer period may not bewithdrawn. Following completion of the subsequent offering period, PCC and Purchaserintend to increase PCC's ownership percentage of Timet to 100% by means of amerger 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 affirmativevote of any other Timet stockholder. In the merger, each Share not previouslypurchased in the Offer will be converted, subject to appraisal rights, intothe right to receive the same $16.50 per Share price, without interest andsubject to applicable withholding taxes, that was paid in the Offer. Timetstockholders who do not tender their Shares in the Offer will not receivepayment for their Shares until completion of the merger.

Crypto Whales Are Loading Up — Are You?

New research shows the biggest crypto buyers are back. And this time? They could hold for the possibility that Bitcoin will surpass $100,000 in 2024. You don’t want to miss the next massive crypto bull run like we saw in 2020 and 2021. To know exactly what’s going on and what to buy… Get Access To Benzinga’s Best Crypto Research and Investments For Only $1.


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