- Written communication by the subject company relating to a third party tender offer (SC14D9C)
19 Outubro 2010 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
HAWK CORPORATION
(Name of Subject Company)
HAWK CORPORATION
(Name of Person Filing Statement)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
420089 10 4
(CUSIP Number of Class of Securities)
Ronald E. Weinberg
Chief Executive Officer
Hawk Corporation
200 Public Square, Suite 1500
Cleveland, Ohio 44114
(216) 861-3353
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Marc C. Krantz, Esq.
Kohrman Jackson & Krantz P.L.L.
1375 E. Ninth Street, 20
th
Floor
Cleveland, Ohio 44114
(216) 696-8700
James P. Dougherty, Esq.
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
(216) 586-3939
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer
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Hawk Corporation to be Acquired by Carlisle Companies for $50.00 Per Share
Cleveland, Ohio, October 15, 2010 (NYSE Amex: HWK) Hawk Corporation 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, Hawks Chairman and CEO, said, On July 1, 2010, we announced the commencement
of a process to explore possible strategic alternatives to enhance Hawks 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 Hawks shares on a
fully-diluted basis and regulatory clearance. Mr. Weinberg, along with Hawks directors Norman
Harbert and Byron Krantz, who collectively hold approximately 34% of Hawks outstanding common
stock, have entered into agreements with Carlisle to tender their shares. The transaction will be
funded with Carlisles 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 managements 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 Hawks 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.
Contact Information
Ronald E. Weinberg, Chairman and CEO
(216) 861-3553
Hawk Corporation is online at: www.hawkcorp.com
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