Arcline Proposal Has Low Execution Risk and
Substantially Greater Value for Shareholders
NEW
YORK, June 29, 2023 /PRNewswire/ -- Arcline
Investment Management LP ("Arcline"), a growth-oriented private
equity firm, yesterday announced a binding proposal to acquire 100%
of the shares of CIRCOR International, Inc. (NYSE: CIR) ("CIRCOR")
for $57.00 per share.
Arcline fully expects to receive the regulatory approvals needed
to close its potential acquisition of CIRCOR. Any potential overlap
with portfolio companies of Arcline represents a negligible portion
of CIRCOR's business, which operates in a highly competitive and
fragmented sector.
In addition, Arcline's proposal is not contingent on obtaining
financing. Consequently, Arcline's offer presents no meaningful
execution risk to CIRCOR's shareholders.
About Arcline Investment Management
Arcline was established in September
2018 and has $8.9 billion of
cumulative capital commitments. Arcline seeks to invest in
technology driven, meaningful to the world industrial businesses
that enable a better future. For more information visit
www.arcline.com.
Additional Information and Where to Find It
This press release does not constitute an offer to buy or
solicitation of an offer to sell any securities. This document
relates to a proposal which Arcline Investment Management LP, a
Delaware limited partnership
(together with its affiliates, "Arcline"), has made for a business
combination transaction with CIRCOR International, Inc. ("CIRCOR").
In furtherance of this proposal and subject to future developments,
Arcline, (and, if a negotiated transaction is agreed, CIRCOR)
intends to file relevant materials with the U.S. Securities and
Exchange Commission ("SEC"), including, if required, a proxy
statement on Schedule 14A (the "Proxy Statement"). IF SUCH A
TRANSACTION WERE TO OCCUR, ARCLINE STRONGLY ADVISES ALL
SHAREHOLDERS OF CIRCOR TO READ THE PROXY STATEMENT AND OTHER PROXY
MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any
definitive Proxy Statement will be delivered to the shareholders of
CIRCOR. Investors and security holders will be able to obtain free
copies of these documents (if and when available) and other
documents filed with the SEC by CIRCOR or Arcline through the
website maintained by the SEC at http://www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements may address, among other
things, the timing, scope, terms, conditions and completion of a
potential Arcline transaction to acquire CIRCOR, the anticipated
benefits of the potential transaction and other statements that do
not relate solely to historical or current facts, such as
statements regarding Arcline's expectations, intentions or
strategies regarding the future. In some cases, you can identify
forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project," "aim,"
"potential," "continue," "ongoing," "goal," "can," "seek,"
"target," or the negative of these terms or other similar
expressions, although not all forward-looking statements contain
these words. These forward-looking statements are based on
management's current expectations and are subject to uncertainty
and changes in circumstances. Actual results may differ materially
from these expectations due to, among other things, changes in
economic, business and market conditions; changes in its strategy,
future operations, financial position, estimated revenues and
losses, projected costs, prospects and plans; expansion plans and
opportunities; changes in applicable laws or regulations;
negotiations (or lack thereof) regarding the potential transaction
with CIRCOR; and the outcome of any known or unknown litigation and
regulatory proceedings. These forward-looking statements speak only
as of the date the statements were made. Arcline does not undertake
an obligation to update forward-looking information, except to the
extent required by applicable law.
Participants in the Solicitation
Arcline Investment Management LP, a Delaware limited partnership, Arcline
Capital Partners III LP, a Delaware limited partnership, Arcline Capital
Partners III-A LP, a Delaware
limited partnership and Arcline Capital Partners III Executive LP,
a Delaware limited partnership,
and together with their other affiliates, and their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the holders of CIRCOR common stock in
respect of the proposed transaction. To the knowledge of Arcline,
none of its directors or executive officers has any discretionary
interest, direct or indirect, by security holdings or otherwise, in
CIRCOR. Additional 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 and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become
available.
Contact Information:
contact@arcline.com
www.arcline.com
Contact (For Press Inquiries Only):
Joele Frank, Wilkinson Brimmer
Katcher
Arcline-JF@joelefrank.com
(212) 355–4449
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SOURCE Arcline Investment Management