Carlisle to Acquire Hawk Corporation in an All-Cash Accretive Transaction
15 Outubro 2010 - 2:00AM
Business Wire
Carlisle Companies Incorporated (NYSE: CSL) and Hawk Corporation
(NYSE Amex: HWK) today jointly announced the signing of a
definitive agreement whereby Carlisle has agreed to acquire Hawk, a
leading worldwide supplier of friction products for brakes,
clutches and transmissions, for $50.00 per share in an all-cash
transaction. This represents an equity value of approximately $413
million and an enterprise value of approximately $410 million. The
transaction has been unanimously approved by the Boards of
Directors of both companies.
This transaction will create a comprehensive global braking
solutions platform for Carlisle by enabling Carlisle to provide a
broader line of attractive products and increasing exposure to key
emerging markets such as China, Brazil and India. Hawk will become
part of Carlisle Industrial Brake & Friction, a leading global
provider of high performance braking solutions in the mining,
construction, agricultural, wind energy, military and industrial
markets.
David A. Roberts, Carlisle’s Chairman, President and Chief
Executive Officer, said, “We are very excited to have reached this
agreement with Hawk and believe that this is a unique opportunity
to build an even stronger and more efficient company for our
customers, employees and shareholders. This transaction provides us
with the opportunity to expand our product offering and further
strengthen our position as a leading global supplier of high
performance braking solutions.”
Ronald E. Weinberg, Hawk's Chairman and CEO, said, “On July 1,
2010, we announced the commencement of a process to explore
possible strategic alternatives to enhance Hawk’s shareholder
value. Our Board appointed a Special Committee of independent
directors to run the process, and I am pleased this transaction is
the result. The strategic combination of Hawk with Carlisle builds
an exciting combination in the marketplace and is a favorable
outcome for all. Our shareholders will receive all-cash for their
shares, at a price we believe represents an attractive valuation;
our customers will benefit from broader product and service
offerings; and our employees will benefit from being part of a
larger, more diversified company with career growth
opportunities.”
Key Strategic Benefits of the
Transaction to Carlisle
- Adds superior friction capability to
Carlisle’s existing, friction and hydraulic product lines
- Enables Carlisle to provide a full
range of friction product solutions to customers and win business
through broader product lines, services and distribution
- Expands Carlisle’s global footprint,
particularly outside of the U.S., better positioning Carlisle to
participate in emerging market growth
- Significantly improves Carlisle’s
aftermarket product portfolio and distribution network
- Enhances Carlisle’s efficiency and
ability to provide innovative friction technology
Roberts stated, “This transaction is consistent with our
long-term strategic goals to reach $5 billion in revenue and 15%
EBIT margins, to expand globally and to produce strong free cash
flow. As we’ve communicated in the past, we are focused on adding
highly engineered, higher margin products and Hawk is a great fit
for us from this perspective.”
The transaction is expected to be accretive to Carlisle in the
first year. The acquisition of Hawk is expected to result in annual
run-rate synergies of approximately $20 million by 2012, of which a
portion will be realized during 2011.
The transaction is structured as a cash tender offer to be
followed as soon as possible by a merger. The tender offer is
expected to commence later this month and is subject to customary
terms and conditions, including the tender of at least a majority
of Hawk’s shares on a fully diluted basis and regulatory clearance.
Mr. Weinberg, along with directors Norman Harbert and Byron Krantz,
who collectively hold approximately 34% of Hawk's outstanding
common stock, have entered into agreements with Carlisle to tender
their shares. The transaction will be funded with Carlisle’s cash
on hand and existing revolving credit facility. The transaction is
not subject to a financing condition. Carlisle and Hawk expect
closing to occur by year-end.
Citi is serving as financial advisor and Dorsey & Whitney
LLP is serving as legal counsel to Carlisle. Harris Williams &
Co. is serving as financial advisor and Jones Day is serving as
legal counsel to the Special Committee of the Board of Directors of
Hawk. Kohrman Jackson & Krantz PLL is serving as legal counsel
to Hawk.
Conference Call and
Webcast
Carlisle will discuss the strategic acquisition of Hawk on a
conference call at 10:30 AM ET today, Friday, October 15, 2010. The
call may be accessed live by going to the Investor Relations
section of Carlisle’s website
(http://www.carlisle.com/investors/conference_call.html), or the
taped call may be listened to shortly following the live call at
the same website location. A PowerPoint presentation will accompany
the call and can be found on the Carlisle website as well.
IMPORTANT INFORMATION AND WHERE TO FIND IT
This press release is not an offer to purchase or a
solicitation of an offer to sell any securities of Hawk Corporation
("Hawk"). The planned tender offer by Carlisle Companies
Incorporated ("Carlisle") for all of the outstanding shares of the
Class A common stock of Hawk has not yet been commenced.
Upon commencement of the tender offer, Carlisle will mail to
Hawk stockholders an offer to purchase and related materials and
Hawk will mail to Hawk stockholders a solicitation/recommendation
statement with respect to the tender offer. Carlisle will
file its offer to purchase with the Securities and Exchange
Commission (the "SEC") on Schedule TO and Hawk will file its
solicitation/recommendation statement with the SEC on Schedule
14D-9. Hawk stockholders are urged to read these materials
carefully when they become available since they will contain
important information, including the terms and conditions of the
offer. Hawk stockholders may obtain a free copy of these
materials (when available) and other documents filed by Carlisle or
Hawk with the SEC at the website maintained by the SEC at
www.sec.gov. The offer to purchase and related materials,
the solicitation/recommendation statement, the Schedule TO, and the
Schedule 14D-9 may also be obtained (when available) for free by
contacting the information agent for the tender offer (when one is
selected) or by contacting Carlisle at (704)
501-1100.
Forward-Looking
Statements
This press release contains forward-looking statements. These
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 changes in
global economic, business, competitive, market, regulatory and
other factors, including the risk that the transaction may not be
consummated; the risk that regulatory approval that may be required
for the transaction is not obtained or is obtained subject to
conditions that are not anticipated; the risk that Hawk may not be
integrated successfully into Carlisle; and the risk that the
revenue opportunities, cost savings and other anticipated synergies
from the transaction may not be fully realized or may take longer
to realize than expected. More detailed information about these
factors is contained in the Company's filings with the Securities
and Exchange Commission. The Company undertakes no duty to update
forward-looking statements.
About Carlisle Companies
Carlisle is a diversified global manufacturing company serving
the construction materials, commercial roofing, specialty tire and
wheel, power transmission, heavy-duty brake and friction,
foodservice, aerospace, and test and measurement industries.
About Hawk Corporation
Hawk Corporation is a leading supplier of friction products for
brakes, clutches and transmissions used in airplanes, trucks,
construction and mining equipment, farm equipment, and recreational
and performance automotive vehicles.
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