Parker-Hannifin Corporation (NYSE: PH, “Parker”), the global leader
in motion and control technologies, today announced that it has
signed an agreement to divest its Aircraft Wheel and Brake
Division, located in Avon, Ohio, in the United States, to Kaman
Corporation (NYSE: KAMN). Kaman, headquartered in Bloomfield,
Connecticut, is a leading manufacturer of components and materials
for aerospace and defense, industrial and medical markets.
As previously announced, the European Commission cleared
Parker’s acquisition of Meggitt PLC (“Meggitt”), conditional on
full compliance with the commitments offered by Parker, including
the divestment of Parker’s Aircraft Wheel and Brake Division.
Parker’s Aircraft Wheel and Brake Division is a leading
manufacturer of aircraft wheel and brake systems and related
hydraulic products for general aviation, business aviation,
rotorcraft, and military aircraft markets with annual sales of
approximately $70 million.
“We are pleased to have finalized an agreement with Kaman who is
a strategic buyer for the Aircraft Wheel & Brake Division,”
said Roger Sherrard, Vice President and President of Parker's
Aerospace Group. “This is a great business with strong foundations
for growth, an outstanding team and a clear strategy for future
success.”
Closing of this divestiture is subject to regulatory approvals,
while Parker’s pending acquisition of Meggitt remains subject to
approval of this divestiture by the European Commission and ongoing
review by other governments and regulatory authorities, including
the U.K. Secretary of State for Business, Energy & Industrial
Strategy and the U.S. Department of Justice. The Meggitt
acquisition remains subject to satisfaction or, where applicable,
waiver of the Conditions set out in the Scheme Document, including
further regulatory clearances and the sanction of the scheme of
arrangement by the Court pursuant to the Companies Act. Parker
continues to expect the Meggitt acquisition to close in Q3 2022.
For further information, please visit the dedicated transaction
microsite www.aerospacegrowth.com.
About Parker Parker is a Fortune 250 global leader in
motion and control technologies. For more than a century the
company has been enabling engineering breakthroughs that lead to a
better tomorrow. Parker has increased its annual dividend per share
paid to shareholders for 66 consecutive fiscal years, among the top
five longest-running dividend-increase records in the S&P 500
index. Learn more at www.parker.com or @parkerhannifin.
Advisors Citigroup acted as financial advisor for Parker
and Jones Day, and Freshfields Bruckhaus and Deringer, acted as
legal advisors in this transaction.
Forward-Looking Statements Forward-looking statements
contained in this and other written and oral reports are made based
on known events and circumstances at the time of release, and as
such, are subject in the future to unforeseen uncertainties and
risks. Often but not always, these statements may be identified
from the use of forward-looking terminology such as “anticipates,”
“believes,” “may,” “should,” “could,” “expects,” “targets,” “is
likely,” “will,” or the negative of these terms and similar
expressions, and include all statements regarding future
performance, earnings projections, events or developments. Neither
Parker nor any of its respective associates or directors, officers
or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements will actually occur. Parker cautions
readers not to place undue reliance on these statements. It is
possible that the future performance and earnings projections of
the company, including its individual segments, may differ
materially from past performance or current expectations.
The risks and uncertainties in connection with such
forward-looking statements related to the proposed acquisition of
Meggitt include, but are not limited to, the occurrence of any
event, change or other circumstances that could delay or prevent
the closing of the proposed acquisition, including the failure to
satisfy any of the conditions to the proposed acquisition; the
possibility that in order for the parties to obtain regulatory
approvals, conditions are imposed that prevent or otherwise
adversely affect the anticipated benefits from the proposed
acquisition or cause the parties to abandon the proposed
acquisition; adverse effects on Parker’s common stock because of
the failure to complete the proposed acquisition; Parker’s business
experiencing disruptions due to acquisition-related uncertainty or
other factors making it more difficult to maintain relationships
with employees, business partners or governmental entities; the
possibility that the expected synergies and value creation from the
proposed acquisition will not be realized or will not be realized
within the expected time period, due to unsuccessful implementation
strategies or otherwise; and significant transaction costs related
to the proposed acquisition.
Among other factors which may affect future performance are: the
impact of the global outbreak of COVID-19 and governmental and
other actions taken in response; changes in business relationships
with and purchases by or from major customers, suppliers or
distributors, including delays or cancellations in shipments;
disputes regarding contract terms or significant changes in
financial condition, changes in contract cost and revenue estimates
for new development programs and changes in product mix; ability to
identify acceptable strategic acquisition targets; uncertainties
surrounding timing, successful completion or integration of
acquisitions and similar transactions, including the integration of
LORD Corporation or Exotic Metals; the ability to successfully
divest businesses planned for divestiture and realize the
anticipated benefits of such divestitures; the determination to
undertake business realignment activities and the expected costs
thereof and, if undertaken, the ability to complete such activities
and realize the anticipated cost savings from such activities;
ability to implement successfully business and operating
initiatives, including the timing, price and execution of share
repurchases and other capital initiatives; availability, cost
increases of or other limitations on our access to raw materials,
component products and/or commodities if associated costs cannot be
recovered in product pricing; ability to manage costs related to
insurance and employee retirement and health care benefits; legal
and regulatory developments and changes; compliance costs
associated with environmental laws and regulations; potential
supply chain and labor disruptions, including as a result of labor
shortages; threats associated with international conflicts and
efforts to combat terrorism and cyber security risks; uncertainties
surrounding the ultimate resolution of outstanding legal
proceedings, including the outcome of any appeals; local and global
political and competitive market conditions, including global
reactions to U.S. trade policies, and resulting effects on sales
and pricing; and global economic factors, including manufacturing
activity, air travel trends, currency exchange rates, difficulties
entering new markets and general economic conditions such as
inflation, deflation, interest rates (including fluctuations
associated with any potential credit rating decline) and credit
availability; inability to obtain, or meet conditions imposed for,
required governmental and regulatory approvals; changes in consumer
habits and preferences; government actions, including the impact of
changes in the tax laws in the United States and foreign
jurisdictions and any judicial or regulatory interpretation
thereof; and large scale disasters, such as floods, earthquakes,
hurricanes, industrial accidents and pandemics. Readers should
consider these forward-looking statements in light of risk factors
discussed in Parker’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2021 and other periodic filings made with the
SEC.
###
Contact:
Media -
Aidan Gormley - Director, Global Communications and Branding
216-896-3258
aidan.gormley@parker.com
Financial Analysts -
Robin J. Davenport, Vice President, Corporate Finance
216-896-2265
rjdavenport@parker.com
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