Allegheny Technologies Incorporated (NYSE: ATI) and Ladish Co.,
Inc. (NASDAQ: LDSH) today announced that they have entered into a
definitive merger agreement whereby ATI will acquire Ladish for an
aggregate fully distributed equity value of approximately $778
million. Ladish shareholders will receive $24.00 in cash and 0.4556
of a share of ATI common stock for each share of Ladish common
stock. Based on the volume weighted average price of ATI common
stock over the last 10 trading days ending November 16, 2010, the
aggregate consideration on a fully diluted basis is $48.00 per
Ladish share. The transaction is subject to normal closing
conditions, including approval by Ladish shareholders, and is
expected to be completed in early 2011.
“ATI’s unique industry-leading product portfolio combined with
Ladish’s technologically advanced forging, investment casting, and
machining capabilities creates a more integrated, stable, and
sustainable supply chain for the aerospace, defense, and industrial
markets,” said L. Patrick Hassey, ATI’s Chairman and Chief
Executive Officer.
“We like the people, the technology, and the market position of
Ladish. Our strategy is to build unsurpassed manufacturing
capabilities and develop innovative new products that add value for
our customers. With this strategic acquisition, we leverage these
capabilities to forward integrate and better position ATI to
capitalize on secular growth trends in our key markets.
“Ladish expects sales of approximately $400 million in 2010 and
anticipates that sales will continue to grow with the aerospace
market recovery. In addition, we believe at least $100 million of
sales can be added through market synergies. We expect this
acquisition to generate positive cash flow to ATI immediately after
the transaction closes. We expect the acquisition to be accretive
to earnings after the first year.”
Gary J. Vroman, Ladish President and CEO said, “We have been
preparing and positioning our company for market growth. Highly
skilled people are trained and in place, and our equipment is ready
to go. Integrating Ladish’s manufacturing operations with ATI’s
broad product range of specialty metals immediately enhances our
ability to serve our existing customer base. Beyond that, there are
new markets now well within our reach that were previously a
stretch for us. Without question, this merger significantly
improves the long-term outlook for Ladish. We are looking forward
to what the future will bring for our 1,700 dedicated employees in
the United States and Poland.”
ATI will conduct a conference call at 10:00 a.m. today with
investors and analysts to discuss this acquisition. To access the
conference call, dial 866-770-7125 (for domestic callers) and
617-213-8066 (for international callers) and enter the password
57508354 when prompted. The conference call will be broadcast live
on www.ATImetals.com. To access the call, click on “Conference
Call”. Replay of the conference call will be available on the
Allegheny Technologies website.
ATI will not be presenting at today’s Dahlman Rose investor
conference that was previously announced and was scheduled to be
held at 9:15 a.m. (ET).
Allegheny Technologies Incorporated is one of the largest and
most diversified specialty metals producers in the world with
revenues of $3.8 billion for the twelve months ending September 30,
2010. ATI has approximately 8,900 full-time employees world-wide
who use innovative technologies to offer global markets a wide
range of specialty metals solutions. Our major markets are
aerospace and defense, oil and gas/chemical process industry,
electrical energy, medical, automotive, food equipment and
appliance, machine and cutting tools, and construction and mining.
Our products include titanium and titanium alloys, nickel-based
alloys and superalloys, grain-oriented electrical steel, stainless
and specialty steels, zirconium, hafnium, and niobium, tungsten
materials, and forgings and castings. The Allegheny Technologies
website is www.ATImetals.com.
Ladish Co., Inc. is a leading producer of highly engineered,
technically advanced metal components for the jet engine, aerospace
and general industrial markets. Ladish is headquartered in Cudahy,
WI with operations in Wisconsin, California, Connecticut, Oregon,
and Poland. Ladish common stock trades on Nasdaq under the symbol
LDSH.
Important Information for Investors and Security
Holders
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. ATI will file with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-4 that will include a proxy statement of Ladish that also
constitutes a prospectus of ATI. ATI and Ladish also plan to file
other documents with the SEC regarding the proposed transaction. A
definitive proxy statement/prospectus will be mailed to
shareholders of Ladish.
INVESTORS AND SHAREHOLDERS OF LADISH ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders of ATI and Ladish may obtain
these documents (and any other documents filed by ATI or Ladish
with the SEC) free of charge at the SEC’s website at www.sec.gov.
In addition, the documents filed with the SEC by ATI may be
obtained free of charge by directing a request to: Allegheny
Technologies Incorporated, 1000 Six PPG Place, Pittsburgh,
Pennsylvania 15222-5479, Attention: Corporate Secretary, or from
ATI’s website at www.atimetals.com. The documents filed with the
SEC by Ladish may be obtained free of charge by directing a request
to: Ladish Co., Inc. 5481 S. Packard Avenue, Cudahy, Wisconsin
53110, Attention: Wayne E. Larsen, Vice President Law/Finance and
Secretary.
ATI, Ladish their respective directors and certain of their
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Ladish in
connection with the proposed transaction. Information about the
directors and executive officers of ATI is set forth in its proxy
statement for its 2010 annual meeting of stockholders, which was
filed with the SEC on April 2, 2010. Information about the
directors and executive officers of Ladish is set forth in its
proxy statement for its 2010 annual meeting of shareholders, which
was filed with the SEC on March 15, 2010.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this press release include
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements involve a number of risk and uncertainties, and actual
results or events may differ materially from those projected or
implied in those statements. Examples include statements regarding
the parties’ ability to consummate the proposed transaction and
timing thereof, the benefits and impact of the proposed
transaction, including effects on cash flow or earnings, the
combined company’s ability to achieve the synergies and value
creation that are contemplated by the parties, ATI’s ability to
promptly and effectively integrate Ladish’s business, and the
diversion of management time on transaction-related issues.
Additional examples of forward-looking statements include
information concerning ATI’s, Ladish’s or the combined company’s
outlook, anticipated revenues or results of operations, and the
anticipated benefits expected to be realized in connection
therewith, as well as any other statement that does not directly
relate to any historical or current fact.
These forward-looking statements often include words such as
“believe,” “expect,” “project,” “anticipate,” “intend,” “plan,”
“estimate,” “seek,” “will,” “may,” “would,” “should,” “could,”
“forecast” or similar expressions. These statements are based on
certain assumptions that ATI and Ladish have made in light of their
experience in the industry as well as its perceptions of historical
trends, current conditions, expected future developments and other
factors that they believe are appropriate in these circumstances.
ATI and Ladish believe these judgments are reasonable, but you
should understand that no assurances can be given that any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do so, what impact they will have on
the results of operations or financial conditions of ATI, Ladish or
the combined company, due to a variety of important factors, both
positive and negative. Among other items, such factors could
include the ability of the parties to obtain all necessary
regulatory consents to the proposed transaction; the overall
strength and stability of general economic conditions, both in the
United States and in global markets, including the timing and
strength of the current recovery; the effect of significant changes
in the competitive environment, including as a result of industry
consolidation, and the effect of competition in the parties’
respective markets; their ability to achieve cost savings and
efficiencies and realize opportunities to increase productivity and
profitability; their ability to accurately estimate future levels
of business activity and adjust operations accordingly; impact of a
major disruption in their communication or centralized information
networks or payment systems; and changes in the existing, or the
adoption of new, laws, regulations, policies or other activities of
governments, agencies and similar organizations where such actions
may materially affect their operations or the cost thereof.
ATI and Ladish caution you that you should not rely unduly on
these forward-looking statements, which reflect their current
beliefs and are based on information currently available. Neither
ATI nor Ladish undertakes any obligation to update or revise any
forward-looking statements as of any future date. Additional
information concerning these statements and other factors can be
found in ATI’s and Ladish’s filings with the SEC, including the
respective Annual Reports on Form 10-K, the quarterly reports on
Form 10-Q, current reports on Form 8-K and other documents ATI or
Ladish have filed.
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