Precision Castparts Announces One-Day Extension of Timet Offer
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(representing approximately 85.4% of the outstanding shares of common stock) have been validly tendered in and not withdrawn from the Offer, including shares of common stock of Timet subject to guaranteed delivery procedures.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.
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