DUCOMMUN INC /DE/ false 0000030305 0000030305 2024-07-18 2024-07-18

 

 

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): July 18, 2024

 

 

DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-08174   95-0693330

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

600 Anton Blvd., Suite 1100

Costa Mesa, California

  92626-7100
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (657) 335-3665

N/A

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class

 

Trading

Symbol

 

Name of each exchange
on which registered

Common Stock, par value $.01 per share   DCO   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 


Item 7.01

Regulation FD

On July 18, 2024, Ducommun Incorporated (the “Company”) issued a press release confirming the Company’s receipt on July 15, 2024 of a revised non-binding indication of interest from Albion River LLC to acquire all outstanding shares of common stock of the Company for $65.00 per share in cash.

A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

 

Item 9.01

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Exhibit
No.
   Exhibit Title or Description
99.1    Ducommun Incorporated press release issued on July 18, 2024
104    Cover Page Interactive Data File (embedded within the inline XBRL document)


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.

 

    DUCOMMUN INCORPORATED
    (Registrant)
Date: July 18, 2024     By:  

/s/ Rajiv A. Tata

      Rajiv A. Tata
      Vice President, General Counsel & Corporate Secretary

Exhibit 99.1

 

LOGO

NEWS RELEASE

DUCOMMUN INCORPORATED CONFIRMS RECEIPT OF UNSOLICITED REVISED NON-BINDING INDICATION OF INTEREST FROM ALBION RIVER

COSTA MESA, California (July 18, 2024) - Ducommun Incorporated (NYSE: DCO) (“Ducommun” or the “Company”), a global supplier of innovative electronic systems and structural solutions for the aerospace and defense industry, confirmed today that on July 15, 2024, the Company’s Board of Directors received an unsolicited revised non-binding indication of interest from Albion River LLC (“Albion River”), a private direct investment firm, to acquire all outstanding shares of Ducommun for $65.00 per share in cash.

Consistent with its fiduciary duties and in consultation with its legal and financial advisors, the Board of Directors will carefully review and consider the revised proposal to determine if it is in the best interest of the Company and Ducommun’s shareholders. The Company’s shareholders do not need to take any action at this time and the Board has made no decision with respect to the Company’s response to the indication of interest.

Ducommun has a rich 175-year history and is the oldest continuously operating company in California. In 2023, the Company’s shareholders benefited from a year-over-year increase in market capitalization from $605M in 2022 to $760M. The Company also reached a new all-time revenue record of $757M in 2023.

About Ducommun Incorporated

Ducommun Incorporated delivers value-added innovative manufacturing solutions to customers in the aerospace, defense and industrial markets. Founded in 1849, the company specializes in two core areas – Electronic Systems and Structural Systems – to produce complex products and components for commercial aircraft platforms, mission-critical military and space programs, and sophisticated industrial applications. For more information, visit Ducommun.com.

Forward Looking Statements

This press release includes “forward looking statements” within the meaning of the of the federal securities laws relating to Ducommun Incorporated, including statements relating to Ducommun’s expectations relating to Albion River’s unsolicited revised indication of interest and related matters, the Company’s aftermarket business, future M&A opportunities and similar expressions that concern Ducommun’s intentions or beliefs about future occurrences, expectations, or results. Forward looking statements are subject to risks, uncertainties and other factors that may change over time and may cause actual results to differ materially from those that are expected. It is very difficult to predict the effect of known factors, and Ducommun cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed under “Risk Factors” in our reports filed with the SEC, including the Company’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports on Form 8-K and its other filings with the SEC. The forward-looking statements included in this press release are made only as of the date of this press release, and Ducommun does not undertake any obligation to (and expressly disclaims any such obligation to) update the forward-looking statements to reflect subsequent events or circumstances.

CONTACTS:

Suman Mookerji, Senior Vice President, Chief Financial Officer, 657.335.3665

(end)

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Document and Entity Information
Jul. 18, 2024
Cover [Abstract]  
Entity Registrant Name DUCOMMUN INC /DE/
Amendment Flag false
Entity Central Index Key 0000030305
Document Type 8-K
Document Period End Date Jul. 18, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-08174
Entity Tax Identification Number 95-0693330
Entity Address, Address Line One 600 Anton Blvd.
Entity Address, Address Line Two Suite 1100
Entity Address, City or Town Costa Mesa
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92626-7100
City Area Code (657)
Local Phone Number 335-3665
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $.01 per share
Trading Symbol DCO
Security Exchange Name NYSE
Entity Emerging Growth Company false

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