This Amendment No. 1 to Schedule TO (this Amendment) is filed by Crane
Co., a Delaware corporation (Crane), and CR Acquisition Company, a Delaware corporation (the Purchaser) and a wholly owned subsidiary of Crane, and amends and supplements the Tender Offer Statement on Schedule TO filed with
the Securities and Exchange Commission on June 17, 2019 (together with any amendments or supplements thereto, the Schedule TO) by Crane and the Purchaser, relating to the offer by the Purchaser to purchase all outstanding shares of
common stock, par value $0.01 per share (the Shares), of CIRCOR International, Inc., a Delaware corporation (CIRCOR), at $45.00 per Share, net to the seller in cash, without interest and less any required withholding taxes,
upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2019 (together with any amendments or supplements thereto, the Offer to Purchase), and in the related Letter of Transmittal (together
with any amendments or supplements thereto, the Letter of Transmittal, and which, together with the Offer to Purchase, collectively constitute the Offer). This Amendment is being filed on behalf of Crane and the Purchaser.
The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items
1 through 9 and Item 11 of this Amendment, except as otherwise set forth below. This Amendment should be read together with the Schedule TO.
Items 1 through 11.
The
Offer to Purchase is hereby amended and supplemented as follows:
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1.
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In the section entitled
Introduction
, on page 9, the first complete sentence, which begins
with According to CIRCORs Quarterly Report on Form 10-Q, is hereby amended and restated in its entirety to read as follows:
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According to CIRCORs Schedule 14D-9 filed with the Securities and Exchange Commission (the SEC) on June 24, 2019 (the
CIRCOR Schedule 14D-9), as of June 18, 2019, there were (i) 19,900,885 Shares issued and outstanding (not including 1,372,488 Shares that were held in the treasury of CIRCOR), (ii) 730,767 stock options to purchase Shares, (iii) 305,146
restricted stock units outstanding and (iv) 135,148 performance stock units outstanding.
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2.
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In Section 7
Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing;
Registration Under the Exchange Act; Margin Regulations
, on page 19, the final sentence in the paragraph following
Stock Exchange Listing
, which begins with According to the CIRCOR Q1 2019 Form 10-Q, is
hereby amended and restated in its entirety to read as follows:
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According to the CIRCOR Schedule 14D-9, as of June 18,
2019, there were 19,900,885 Shares issued and outstanding (not including 1,372,488 Shares that were held in the treasury of CIRCOR).
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3.
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In Section 9
Certain Information Concerning the Purchaser and Crane
, on page 21, in the
third paragraph following
Additional Information
, the following is hereby added after the sentence Crane acquired such Shares on May 20, 2019.:
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For additional information about the Stock Purchase Agreement, see The OfferSection 11Background of the Offer; Other
Transactions with CIRCOR.
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4.
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In Section 11
Background of the Offer; Other Transactions with CIRCOR
, on page 26, the
first complete paragraph, which begins with On May 16, 2019, Crane and Gabelli Small Cap Growth Fund, an affiliated fund of GAMCO, is hereby amended and restated in its entirety to read as follows:
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On May 16, 2019, Crane and Gabelli Small Cap Growth Fund, an affiliated fund of GAMCO, entered into a Stock Purchase Agreement, pursuant
to which Gabelli Small Cap Growth Fund agreed to sell to Crane 180,000 shares of CIRCOR common stock for $35.00 per share (the Stock Purchase Agreement). The Stock Purchase Agreement contained limited representations and warranties of
the parties and no post-closing covenants, obligations or understandings of any kind. The transactions contemplated by the Stock Purchase Agreement were effected on May 20, 2019 when Crane acquired the Shares pursuant to the Stock Purchase
Agreement. The Stock Purchase Agreement did not in any way obligate Mr. Gabelli or his affiliated companies to support the sale of CIRCOR to Crane.
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5.
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In Section 14
Conditions of the Offer
, on page 33, the introductory language of
this section is hereby amended and restated in its entirety to read as follows:
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Notwithstanding any other provision of
the Offer, we are not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c)
under the Exchange Act (relating to the Purchasers obligation
to pay for or return tendered Shares promptly after termination or expiration of the Offer), pay for any Shares, and may terminate or amend the Offer, if, on or before the Expiration Date, the Minimum Tender Condition, the Merger Agreement
Condition, the Section 203 Condition, the Antitrust Condition, or the Impairment Condition shall not have been satisfied, or if, at any time on or after the date of this Offer to Purchase and on or before the Expiration Date, any of the
following conditions exist:
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