Current Report Filing (8-k)
17 June 2019 - 9:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 17, 2019
CRANE CO.
(Exact name
of registrant as specified in its charter)
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Delaware
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1-1657
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13-1952290
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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100 First Stamford Place, Stamford, CT
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06902
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code:
203-363-7300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00
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CR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
SECTION 8 OTHER EVENTS
On June 17, 2019, CR Acquisition Company (the Purchaser), a wholly owned subsidiary of Crane Co. (the Company),
commenced a tender offer to purchase all outstanding shares of common stock, par value $0.01 per share, of CIRCOR International, Inc. (CIRCOR) for $45.00 per share, net to the seller in cash, without interest and less any required
withholding taxes (the Tender Offer). The terms and conditions of the Tender Offer are set forth in the Schedule TO filed by the Company and the Purchaser with the Securities and Exchange Commission on June 17, 2019 (the
Schedule TO).
In connection with its offer to acquire CIRCOR, on June 17, 2019, the Company entered into a commitment
letter with Wells Fargo Securities, LLC and Wells Fargo Bank, National Association pursuant to which Wells Fargo Bank, National Association has committed to provide a term loan credit facility to the Company in an aggregate amount of up to
$1.50 billion upon the terms and conditions set forth therein. A copy of the commitment letter is filed as an exhibit to the Schedule TO.
Also on June 17, 2019, the Company issued a press release announcing the commencement of the Tender Offer. The press release is attached
as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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Important Notice Regarding Forward-Looking Statements
The information in this Form
8-K
may contain forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995. These statements are based on managements current beliefs, expectations, plans, assumptions and objectives regarding the future financial performance of the Company and CIRCOR and are subject to significant risks and
uncertainties. Such risks and uncertainties include, but are not limited to, risks related to the expected timing and likelihood of completion of a potential transaction between the Company and CIRCOR, including the risk that the potential
transaction may not occur, and the risk that any announcements relating to the potential transaction could have adverse effects on the market price of the Companys or CIRCORs common stock. Any discussions contained in this communication,
except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially
from those addressed in these forward-looking statements. Such factors are detailed in the Companys Annual Report on Form
10-K
for the fiscal year ended December 31, 2018, CIRCORs Annual
Report on Form
10-K
for the fiscal year ended December 31, 2018 and subsequent reports filed with the Securities and Exchange Commission (the SEC), and will be found in the definitive proxy
statement that may be filed with the SEC by CIRCOR if a negotiated transaction is agreed to. Such reports are available on the SECs website (www.sec.gov). The Company does not undertake to update any forward-looking statements.
Additional Information and Where to Find It
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, the related Letter
of Transmittal and other offer materials) filed by the Company and its subsidiary, CR Acquisition Company, with the SEC on June 17, 2019, which will be amended as necessary. INVESTORS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.
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Investors may obtain the tender offer statement on Schedule TO, as well as other filings containing information about the Company and CIRCOR, free of charge, from the SECs Web site
(www.sec.gov). Investors may also obtain the Companys SEC filings in connection with the transaction, free of charge, from the Companys Web site (www.craneco.com). The Offer to Purchase, the related Letter of Transmittal and other offer
materials may also be obtained for free by contacting the Information Agent for the tender offer, Innisfree M&A Incorporated at (888)
750-5834
(toll-free for stockholders) or (212)
750-5833
(collect for banks and brokers).
This communication shall not constitute a solicitation of a proxy from any
stockholder. This communication relates only to a proposal that the Company has made for a business combination with CIRCOR. In furtherance of the acquisition proposal, and subject to future developments, the Company and CIRCOR may file additional
relevant materials with the SEC, including that CIRCOR may file a preliminary proxy statement on Schedule 14A if a negotiated transaction is agreed to. Following the filing of the definitive proxy statement with the SEC (if and when available),
CIRCOR will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED
WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain the proxy statement, as well as other filings containing information about the Company and CIRCOR, free of charge, from the
SECs Web site (www.sec.gov). Investors may also obtain the Companys SEC filings in connection with the transaction, free of charge, from the Companys Web site (www.craneco.com).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CRANE CO.
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Date: June 17, 2019
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By:
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/s/ Anthony M. DIorio
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Name:
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Anthony M. DIorio
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Title:
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Vice President, General Counsel and Secretary
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