Precision Castparts Corp.
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 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tendered and not withdrawn from the Offer, including Shares subject to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withdrawn prior to the expiration of the Offer, and payment for such Shares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.
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