Hawk Corporation to Be Acquired by Carlisle Companies for $50.00 Per Share
15 Outubro 2010 - 2:15AM
Marketwired
Hawk Corporation (NYSE Amex: HWK) today announced the signing of a
definitive agreement whereby Carlisle Companies Incorporated (NYSE:
CSL) 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. The transaction has
been unanimously approved by the Boards of Directors of both
companies. At $50.00 per share, the transaction represents an
equity value of approximately $413 million.
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."
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 Hawk's 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.
At the closing of the transaction, Hawk will become part of
Carlisle Industrial Brake & Friction, a leading global provider
of high performance off-highway braking solutions in the mining,
construction, agricultural, wind energy, military and industrial
markets.
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.
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 includes forward-looking statements. These forward-looking
statements are based upon management's expectations and beliefs
concerning future events. Forward-looking statements are
necessarily subject to risks, uncertainties and other factors, many
of which are outside the control of the Hawk and which could cause
actual results to differ materially from such statements. These
risks and uncertainties include the risk that the transaction may
not be consummated and the risk that regulatory approval that may
be required for the transaction or is obtained subject to
conditions that are not anticipated.
Actual results and events may differ significantly from those
projected in the forward-looking statements. Reference is made to
Hawk's filings with the Securities and Exchange Commission,
including its annual report on Form 10-K for the year ended
December 31, 2009, its quarterly reports on Form 10-Q, and other
periodic filings, for a description of the foregoing and other
factors that could cause actual results to differ materially from
those in the forward-looking statements. Any forward-looking
statement speaks only as of the date on which such statement is
made, and Hawk undertakes no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
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.
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.
Hawk Corporation is online at: www.hawkcorp.com.
Contact Information Ronald E. Weinberg Chairman and CEO
(216) 861-3553
Hawk (AMEX:HWK)
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