Crane Co. to Acquire Merrimac Industries
23 Dicembre 2009 - 10:42PM
PR Newswire (US)
STAMFORD, Conn. and WEST CALDWELL, N.J., Dec. 23
/PRNewswire-FirstCall/ -- 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 http://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 http://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
http://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. Merrimac Industries Contact: Crane Co. Contact:
---------------------------- ------------------ Mason N. Carter
Richard E. Koch Chairman & CEO Director, Investor Relations
973-575-1300, ext. 1202 and Corporate Communications 203-363-7352
http://www.craneco.com/ DATASOURCE: Merrimac Industries, Inc.
CONTACT: Merrimac Industries, Mason N. Carter, Chairman & CEO,
+1-973-575-1300, ext. 1202, ; or Crane Co. Richard E. Koch,
Director, Investor Relations and Corporate Communications,
+1-203-363-7352 Web Site: http://www.merrimacind.com/
http://www.craneco.com/
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