Shareholders to Receive $49 Per Share in
Cash
CIRCOR International, Inc. (“CIRCOR” or the “Company”) (NYSE:
CIR), one of the world’s leading providers of mission critical flow
control products and services for the Industrial and Aerospace
& Defense markets, today announced that it has entered into a
definitive agreement to be acquired by investment funds managed by
KKR, a leading global investment firm, in an all cash transaction
valued at approximately $1.6 billion, including the assumption of
debt.
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Under the terms of the agreement, KKR will acquire all
outstanding shares of CIRCOR common stock for $49 per share in
cash, representing a 55% premium to the Company’s closing stock
price on June 2, 2023.
“Our agreement with KKR marks the successful culmination of a
strategic review process conducted by the Board, supported by
external advisors and the management team,” said Helmuth Ludwig,
CIRCOR’s Board Chair. “As part of our comprehensive strategic
review, initiated in March 2022, we engaged in extensive dialogue
with a number of parties that expressed interest in acquiring all
or parts of the Company. We believe that this transaction and the
immediate cash value it will provide to CIRCOR’s stockholders best
achieves the Board’s goal of unlocking the significant incremental
value within CIRCOR for its stockholders. This transaction is a
testament to the dedication of CIRCOR’s talented team and we are
grateful for their tireless efforts and commitment to making CIRCOR
an industry leader.”
“This transaction will create significant value to our
stockholders, reflecting the dedication of our team in executing on
our strategic priorities, the strength of our family of brands and
the deep relationships we have built with our customers,” said Tony
Najjar, President and Chief Executive Officer of CIRCOR. “We
believe that having the support and resources of an experienced
investor like KKR will help us expand our presence in the flow
control space and support our mission to deliver the
highest-quality products and services to our customers, many of
which play a critical role in protecting national security.”
“CIRCOR stands out as an innovative and trusted solution
provider, manufacturing mission-critical flow control products for
industrials, aerospace and defense customers. We believe the
Company is in a strong position to grow and benefit from the
attractive tailwinds in those markets. We look forward to working
closely with Tony and his talented team to drive further growth and
value through new product development, aftermarket expansion,
strategic acquisitions and allowing all CIRCOR employees to have
the opportunity to participate in the benefits of ownership of the
Company,” said Josh Weisenbeck, a KKR Partner who leads KKR’s
Industrials investment team.
KKR is making its investment in CIRCOR through its North America
Fund XIII. The investment builds on KKR’s recent experience
investing in flow control technologies and aerospace and defense
industry suppliers globally, including Ingersoll Rand (formerly
known as Gardner Denver), Flow Control Group, Hensoldt, and Novaria
Group.
Following the close of the transaction, KKR will support CIRCOR
in expanding its equity ownership program to allow all employees to
have the opportunity to participate in the benefits of ownership of
the Company. This strategy is based on the belief that employee
engagement is a key driver in building stronger companies. Since
2011, KKR portfolio companies have awarded billions of dollars of
total equity value to over 50,000 non-management employees across
nearly 30 companies.
Transaction Approvals and Timing
The Board of Directors of CIRCOR (the “Board”) has unanimously
approved the transaction and recommends that CIRCOR shareholders
vote in favor of the transaction. The transaction is expected to
close in the fourth quarter of 2023, subject to the receipt of
approval from the Company’s shareholders and certain required
regulatory approvals, as well as the satisfaction of other
customary closing conditions.
The Board will have the right to terminate the merger agreement
to enter into a superior proposal, subject to the terms and
conditions of the merger agreement.
Once the transaction is complete, CIRCOR will be a privately
held company wholly owned by KKR’s investment funds and will no
longer have its common stock listed on any public market.
Advisors
Evercore, J.P. Morgan Securities LLC, and Ropes & Gray LLP
are serving as advisors to CIRCOR. KKR is advised by Citi and
Kirkland & Ellis LLP.
About CIRCOR International, Inc.
CIRCOR International, Inc. is one of the world’s leading
providers of mission critical flow control products and services
for the Industrial and Aerospace & Defense markets. The Company
has a product portfolio of market-leading brands serving its
customers’ most demanding applications. CIRCOR markets its
solutions directly and through various sales partners to more than
14,000 customers in approximately 100 countries. The Company has a
global presence with approximately 3,100 employees and is
headquartered in Burlington, Massachusetts. For more information,
visit the Company’s investor relations website at
http://investors.circor.com.
About KKR
KKR is a leading global investment firm that offers alternative
asset management as well as capital markets and insurance
solutions. KKR aims to generate attractive investment returns by
following a patient and disciplined investment approach, employing
world-class people and supporting growth in its portfolio companies
and communities. KKR sponsors investment funds that invest in
private equity, credit and real assets and has strategic partners
that manage hedge funds. KKR’s insurance subsidiaries offer
retirement, life and reinsurance products under the management of
Global Atlantic Financial Group. References to KKR’s investments
may include the activities of its sponsored funds and insurance
subsidiaries. For additional information about KKR & Co. Inc.
(NYSE: KKR), please visit KKR’s website at www.kkr.com and on
Twitter @KKR_Co.
Additional Information and Where to Find it
This press release relates to the proposed acquisition of CIRCOR
by Cube BidCo, Inc. (“Parent”). This press release does not
constitute a solicitation of any vote or approval. In connection
with the proposed transaction, CIRCOR plans to file with the U.S.
Securities and Exchange Commission (the “SEC”) and mail or
otherwise provide to its stockholders a proxy statement regarding
the proposed transaction. CIRCOR may also file other documents with
the SEC regarding the proposed transaction. This document is not a
substitute for the proxy statement or any other document that may
be filed by CIRCOR with the SEC.
BEFORE MAKING ANY VOTING DECISION, CIRCOR’S STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CIRCOR WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at a CIRCOR
stockholder meeting to approve the proposed transaction or related
matters, or other responses in relation to the proposed
transaction, should be made only on the basis of the information
contained in CIRCOR’s proxy statement. Stockholders may obtain a
free copy of the proxy statement and other documents CIRCOR files
with the SEC (when available) through the website maintained by the
SEC at www.sec.gov. CIRCOR makes available free of charge on its
investor relations website at investors.circor.com copies of
materials it files with, or furnishes to, the SEC.
The proposed transaction will be implemented solely pursuant to
the Agreement and Plan of Merger, by and among CIRCOR, Cube Merger
Sub, Inc. and Parent, dated as of June 5, 2023 (the “Merger
Agreement”), which contains the full terms and conditions of the
proposed transaction.
Participants in the Solicitation
CIRCOR and certain of its directors, executive officers and
certain employees and other persons may be deemed to be
participants in the solicitation of proxies from CIRCOR’s
stockholders in connection with the proposed transaction. Security
holders may obtain information regarding the names, affiliations
and interests of CIRCOR’s directors and executive officers in
CIRCOR’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, which was filed with the SEC on March 15, 2023.
To the extent the holdings of CIRCOR’s securities by CIRCOR’s
directors and executive officers have changed since the amounts set
forth in CIRCOR’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Investors may obtain additional information regarding the
interests of participants in the solicitation of proxies from
CIRCOR’s stockholders in connection with the proposed transaction,
which may, in some cases, be different than those of CIRCOR’s
stockholders generally, by reading the proxy statement relating to
the proposed transaction when it is filed with the SEC and other
materials that may be filed with the SEC in connection with the
proposed transaction when they become available. These documents
(when available) may be obtained free of charge from the SEC’s
website at www.sec.gov and the investor relations page of the
CIRCOR’s website at investors.circor.com.
Cautionary Statement Regarding Forward Looking
Statements
This press release includes forward-looking statements that are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from those implied by the
forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief
or current expectation of the Company and members of its senior
management team and can typically be identified by words such as
“believe,” “expect,” “estimate,” “predict,” “target,” “potential,”
“likely,” “continue,” “ongoing,” “could,” “should,” “intend,”
“may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar
expressions, as well as variations or negatives of these words.
Forward-looking statements include, without limitation, statements
regarding the proposed transaction, similar transactions,
prospective performance, future plans, events, expectations,
performance, objectives and opportunities and the outlook for the
Company’s business; the commercial success and potential growth of
the Company’s products; the Company’s ability to expand its
presence in the flow control space; the timing of and receipt of
required regulatory filings and approvals relating to the
transaction; the expected timing of the completion of the
transaction; the ability to complete the transaction considering
the various closing conditions; and the accuracy of any assumptions
underlying any of the foregoing. Investors are cautioned that any
such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned
not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently
anticipated due to a number of risks and uncertainties. Risks and
uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include:
uncertainties as to the timing of the merger; uncertainties as to
how many of the Company’s stockholders will vote their stock in
favor of the transaction; the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Merger Agreement, including circumstances requiring a party to pay
the other party a termination fee pursuant to the Merger Agreement;
the ability of the parties to consummate the proposed transaction
on a timely basis or at all; the satisfaction of the conditions
precedent to the consummation of the proposed transaction,
including the ability to secure regulatory approvals and
stockholder approval on the terms expected, at all or in a timely
manner; the effects of the transaction (or the announcement or
pendency thereof) on relationships with associates, customers,
manufacturers, suppliers, employees (including the risks relating
to the ability to retain or hire key personnel), other business
partners or governmental entities; transaction costs; the risk that
the merger will divert management’s attention from the Company’s
ongoing business operations or otherwise disrupts the Company’s
ongoing business operations; changes in the Company’s businesses
during the period between now and the closing; certain restrictions
during the pendency of the proposed transaction that may impact the
Company’s ability to pursue certain business opportunities or
strategic transactions; risks associated with litigation relating
to the proposed transaction; inability to achieve expected results
in pricing and cost cut actions and the related impact on margins
and cash flow; the effectiveness of the Company’s internal control
over financial reporting and disclosure controls and procedures;
the remediation of the material weaknesses in the Company’s
internal controls over financial reporting or other potential
weaknesses of which the Company is not currently aware or which
have not been detected; the uncertainty associated with the current
worldwide economic conditions and the continuing impact on economic
and financial conditions in the United States and around the world,
including as a result of COVID-19, rising inflation, increasing
interest rates, natural disasters, military conflicts, including
the conflict between Russia and Ukraine, terrorist attacks and
other similar matters, and other risks and uncertainties detailed
from time to time in documents filed with the SEC by the Company,
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K. All forward-looking
statements are based on information currently available to the
Company and the Company assumes no obligation to update any
forward-looking statements, whether as a result of new information,
future developments or otherwise, except as may be required by
applicable law. The information set forth herein speaks only as of
the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20230604005097/en/
For CIRCOR Scott Solomon Senior Vice President Sharon
Merrill Associates, Inc. (857) 383-2409
CIR@investorrelations.com
For KKR Julia Kosygina (212) 750-8300 media@kkr.com
CIRCOR (NYSE:CIR)
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