| Merrimac
News |
Crane Co.
News |
Merrimac Industries
Contact:
Mason
N. Carter
Chairman
& CEO
973-575-1300,
ext. 1202
mnc@merrimacind.com
|
Richard
E. Koch
Director,
Investor Relations
and
Corporate Communications
203-363-7352
www.craneco.com
|
Crane
Co. to Acquire Merrimac Industries
STAMFORD,
CONNECTICUT and WEST CALDWELL, NEW JERSEY – December 23, 2009 - Crane Co. (NYSE:
CR), a diversified manufacturer of highly engineered industrial products, and
Merrimac Industries, Inc. (AMEX: MRM), a leader in the design and
manufacture of RF Microwave components, assemblies and micro-multifunction
modules (MMFM®),
announced today that they have signed a definitive agreement for the acquisition
of Merrimac by Crane. Crane will pay $16.00 cash per share of common
stock of Merrimac and associated common stock purchase rights. Under
the terms of the agreement, Crane will commence a tender offer to acquire all of
the outstanding shares of common stock of Merrimac, and this transaction, which
is subject to the satisfaction of customary conditions, is expected to close in
the first quarter of 2010. This transaction is valued at
approximately $52 million and represents a 40% premium to Merrimac shareholders
based on the closing value of its common stock on December 22, 2009 and a
premium of 70% based on Merrimac’s most recent 20-day average closing price. The
agreement has been approved by the boards of directors of both
companies.
“Merrimac
has a strong product platform and a solid customer base for space and military
applications that complements Crane’s leading microwave product offerings,” said
Eric Fast, Crane Co.’s president and chief executive officer. “We
expect this acquisition will have a very slight dilutive impact on our 2010
earnings but will be accretive in 2011.”
“The
acquisition of Merrimac by Crane is a very attractive opportunity for our
shareholders.” said Mason Carter, Merrimac’s chairman and chief executive
officer. “As such, our board of directors unanimously approved this
transaction.”
Additional
Information
The
tender offer described in this press release has not yet
commenced. The description contained herein is for informational
purposes only and is not an offer to buy or the solicitation of an offer to sell
any securities. The solicitation and the offer to buy shares of
Merrimac’s common stock will be made only pursuant to a tender offer statement
on Schedule TO, including an offer to purchase and other related materials,
which Crane and one of its subsidiaries (the “Purchaser”) intends to file with
the Securities and Exchange Commission. In addition, Merrimac intends
to file with the Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. Once filed, investors and Merrimac stockholders will be
able to obtain free copies of these documents and other documents filed by
Merrimac, Crane and the Purchaser with the Securities and Exchange Commission at
the website of the Commission at www.sec.gov. In
addition, the tender offer statement on Schedule TO and related offering
materials may be obtained for free (when they become available) from
Crane.
Merrimac stockholders are advised to
read these documents, any amendments to these documents and any other documents
relating to the tender offer that are filed with the Securities and Exchange
Commission carefully and in their entirety prior to making any decisions with
respect to the tender offer because they contain important information,
including the terms and conditions of the tender offer.
About
Crane Co.
Crane Co.
is a diversified manufacturer of highly engineered industrial
products. Founded in 1855, Crane provides products and solutions to
customers in the aerospace, electronics, hydrocarbon processing, petrochemical,
chemical, power generation, automated merchandising, transportation and other
markets. The Company has five business segments: Aerospace &
Electronics, Fluid Handling, Engineered Materials, Merchandising Systems, and
Controls. Crane has approximately 10,000 employees in North America,
South America, Europe, Asia and Australia. Crane Co. is traded on the
New York Stock Exchange (NYSE:CR). For more information, visit
www.craneco.com.
About
Merrimac Industries
Merrimac
Industries, Inc. is a leader in the design and manufacture of RF Microwave
signal processing components, subsystem assemblies, and Multi-Mix®
micro-multifunction modules (MMFM®),
for the worldwide Defense, Satellite Communications (Satcom), Commercial
Wireless and Homeland Security market segments. Merrimac is focused on providing
Total Integrated Packaging Solutions®
with Multi-Mix®
Microtechnology, a leading edge competency providing value to our customers
through miniaturization and integration. Multi-Mix®
MMFM®
provides a patented and novel packaging technology that employs a platform
modular architecture strategy that incorporates embedded semiconductor devices,
MMICs, resistors, passive circuit elements and plated- through via holes to form
a three-dimensional integrated module used in High Power, High Frequency and
High Performance mission-critical applications. Merrimac Industries facilities
are registered under ISO 9001:2000, an internationally developed set of quality
criteria for manufacturing operations.
Merrimac
Industries, Inc., with annual revenues of approximately $30 million, has
facilities located in West Caldwell, NJ and San Jose, Costa Rica and has
approximately 210 co-workers dedicated to the design and manufacture of signal
processing components, and gold plating of high- frequency microstrip and bonded
stripline Teflon (PTFE) circuits and subsystems providing Total Integrated
Packaging Solutions®
for wireless applications. Merrimac (MRM) is listed on the American Stock
Exchange. Multi- Mix®,
Multi-Mix PICO®,
MMFM®,
System In A Package®,
SIP®
and Total Integrated Packaging Solutions® are registered trademarks of Merrimac
Industries, Inc. For more information about Merrimac Industries, Inc. please
visit www.merrimacind.com.
Crane Co. Forward-Looking
Statements
This
press release may contain forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. These statements present
management’s expectations, beliefs, plans and objectives regarding future
financial performance, and assumptions or judgments concerning such
performance. Any discussions contained in this press release, 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 the
forward-looking statements. Such factors are detailed in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008
and subsequent reports filed with the Securities and Exchange
Commission.
Merrimac Industries
Forward-Looking Statements
This press release
contains statements relating to future results of the Company (including certain
projections and business trends) that are “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those projected as a result of certain risks and
uncertainties. These risks and uncertainties include, but are not limited to:
risks associated with demand for and market acceptance of existing and newly
developed products as to which the Company has made significant investments,
particularly its Multi-Mix® products; risks associated with adequate capacity to
obtain raw materials and reduced control over delivery schedules and costs due
to reliance on sole source or limited suppliers; slower than anticipated
penetration into the satellite communications, defense and wireless markets;
failure of our Original Equipment Manufacturer or OEM customers to successfully
incorporate our products into their systems; changes in product mix resulting in
unexpected engineering and research and development costs; delays and increased
costs in product development, engineering and production; reliance on a
small number of significant customers; the emergence of new or stronger
competitors as a result of consolidation movements in the market; the timing and
market acceptance of our or our OEM customers’ new or enhanced products; general
economic and industry conditions; the ability to protect proprietary information
and technology; competitive products and pricing pressures; our ability and the
ability of our OEM customers to keep pace with the rapid technological changes
and short product life cycles in our industry and gain market acceptance for new
products and technologies; risks relating to governmental regulatory actions in
communications and defense programs; and inventory risks due to technological
innovation and product obsolescence, as well as other risks and uncertainties as
are detailed from time to time in the Company’s Securities and Exchange
Commission filings. These forward-looking statements are made only as of the
date hereof, and the Company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
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