Kaman Shareholders to Receive $46.00 Per Share
in Cash, Delivering Significant and Certain Cash Value to
Shareholders
Kaman Corp. (NYSE:KAMN) (“Kaman" or the “Company”) today
announced that it has entered into a definitive agreement to be
acquired by Arcline Investment Management, L.P. ("Arcline”), a
growth-oriented private equity firm with deep experience investing
in technology-driven, meaningful-to-the-world industrial
businesses, in an all-cash transaction with a total enterprise
value of approximately $1.8 billion. Upon completion of the
transaction, Kaman will become a privately held company.
Under the terms of the agreement, Kaman shareholders will
receive $46.00 per share in cash. The per share purchase price
represents a premium of approximately 105% over Kaman’s closing
share price on January 18, 2024, the last full trading day prior to
the transaction announcement, and a premium of approximately 110%
over the volume weighted average price (VWAP) of Kaman common stock
for the 90 days ending January 18, 2024.
“Following robust engagement with Arcline and careful evaluation
of other potential value creation opportunities, we are pleased to
have reached this agreement,” said Ian K. Walsh, Kaman Chairman,
President and Chief Executive Officer. “Given the rigorous review
of alternatives we recently completed, we are confident this
transaction maximizes value for shareholders and is in the best
interest of Kaman as well as our employees, customers and other
stakeholders.”
Mr. Walsh continued, “Over the last several quarters, we have
made significant progress executing our strategy by transforming
our portfolio, through investing in innovation, pivoting to new
growth technologies, and optimizing the Company’s cost structure.
Arcline recognizes the strength of Kaman’s leadership and team,
product portfolio and outstanding employees, and we look forward to
benefitting from increased resources, expertise and flexibility as
a private company post-closing. We thank Kaman’s many valued
employees for helping us reach this important milestone in the
Company’s history.”
Arcline said, “We have tremendous respect and admiration for
Kaman’s team, history, and its portfolio of brands. Kaman has long
been a trusted solutions provider of engineered components and
subsystems to mission-critical markets, and we believe the Company
is in a strong position to grow and benefit from attractive
tailwinds. We look forward to working closely with Ian and the rest
of the talented Kaman team to drive further growth through
accelerated investments in both new product development and
strategic acquisitions.”
Transaction Details
The transaction, which has been unanimously approved by the
Kaman Board of Directors, is expected to close in the first half of
2024, subject to customary closing conditions, including approval
by Kaman shareholders and receipt of required regulatory approvals.
Following its unanimous approval of the transaction, the Kaman
Board of Directors recommends that Kaman shareholders vote in favor
of the transaction. The transaction is not subject to a financing
condition. Arcline intends to fund the transaction with a
combination of committed debt and equity financing. Upon completion
of the transaction, Kaman will become a wholly owned subsidiary of
investment funds managed by Arcline and Kaman’s common stock will
no longer be listed on any public stock exchange.
Advisors
J.P. Morgan Securities LLC is serving as exclusive financial
advisor to Kaman, and Skadden, Arps, Slate, Meagher & Flom LLP
and Wiggin and Dana LLP are acting as legal counsel to Kaman.
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor to Arcline and Latham & Watkins LLP and Paul Hastings
LLP are acting as legal counsel to Arcline.
About Kaman
Kaman Corporation, founded in 1945 by aviation pioneer Charles
H. Kaman, and headquartered in Bloomfield, Connecticut, conducts
business in the aerospace & defense, industrial and medical
markets. Kaman produces and markets proprietary aircraft bearings
and components; super precision, miniature ball bearings;
proprietary spring energized seals, springs and contacts; wheels,
brakes and related hydraulic components for helicopters, fixed-wing
and UAV aircraft; complex metallic and composite aerostructures for
commercial, military and general aviation fixed and rotary wing
aircraft; safe and arming solutions for missile and bomb systems
for the U.S. and allied militaries; subcontract helicopter work;
restoration, modification and support of our SH-2G Super Seasprite
maritime helicopters; support of our heavy lift K-MAX® manned
helicopter; and development of the KARGO UAV unmanned aerial
system, a purpose built autonomous medium lift logistics vehicle.
More information is available at www.kaman.com.
About Arcline
Arcline Investment Management is a growth-oriented private
equity firm with $8.9 billion in cumulative capital commitments.
Arcline seeks to invest in technology driven,
meaningful-to-the-world industrial businesses that enable a better
future. For more information visit www.arcline.com.
Forward-Looking Statements
This release contains "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements also may be included in other publicly available
documents issued by the Company and in oral statements made by our
officers and representatives from time to time. These
forward-looking statements are intended to provide management's
current expectations or plans for our future operating and
financial performance, based on assumptions currently believed to
be valid. They can be identified by the use of words such as
"intend," "expect," "strategy," "will" and other words of similar
meaning in connection with a discussion of future operating or
financial performance. Examples of forward-looking statements
include, among others, statements relating to future sales,
earnings, cash flows, results of operations, uses of cash and other
measures of financial performance. Because forward-looking
statements relate to the future, they are subject to inherent
risks, uncertainties and other factors that may cause the Company's
actual results and financial condition to differ materially from
those expressed or implied in the forward-looking statements. Such
risks and uncertainties include, but are not limited to, the
following risks: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (ii) the risk that the Company’s shareholders may not
approve the proposed transaction. (iii) inability to complete the
proposed transaction because, among other reasons, conditions to
the closing of the proposed transaction may not be satisfied or
waived; (iv) uncertainty as to the timing of completion of the
proposed transaction; (v) potential adverse effects or changes to
relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the proposed
transaction; (vi) potential litigation relating to the proposed
transaction that could be instituted against the Company, Arcline
or their respective directors and officers, including the effects
of any outcomes related thereto; or (vii) possible disruptions from
the proposed transaction that could harm the Company’s or Arcline’s
business, including current plans and operations. Further
information regarding the important factors that could cause actual
results to differ from projected results can be found in the
Company’s reports filed or that may be filed with the SEC,
including our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 and its Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2023, June 30, 2023 and September
29, 2023. Any forward-looking information provided in this release
should be considered with these factors in mind. We assume no
obligation to update any forward-looking statements contained in
this release.
Important Additional Information and Where to Find It
In connection with the proposed transaction between the Company
and Arcline, the Company intends to file relevant materials with
the SEC, including a preliminary proxy statement on Schedule 14A.
Promptly after filing its definitive proxy statement with the SEC,
the Company will mail the proxy materials to each shareholder
entitled to vote at the special meeting relating to the proposed
transaction. This communication is not a substitute for the proxy
statement or any other document that the Company may file with the
SEC or send to its shareholders in connection with the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE PROPOSED TRANSACTION. The definitive proxy statement, the
preliminary proxy statement and other relevant materials in
connection with the proposed transaction (when they become
available), and any other documents filed by the Company with the
SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov) or at the Company’s website
(https://investors.kaman.com/) or by contacting the investor
relations department of the Company.
Participants in the Solicitation
The Company and its directors and executive officers, including
Aisha M. Barry, A. William Higgins, Scott E. Kuechle, Michelle J.
Lohmeier, Jennifer M. Pollino, Niharika T. Ramdev, all of whom are
members of the Company's Board of Directors, as well as Ian K.
Walsh, the Company's Chairman, President and Chief Executive
Officer, Carroll K. Lane, Interim Chief Financial Officer, Richard
S. Smith, Jr., General Counsel, may be deemed to be participants in
the solicitation of proxies from the Company’s shareholders with
respect to the proposed transaction. Additional information
regarding such participants (other than for Mr. Smith), including
their direct or indirect interests, by security holdings or
otherwise, can be found under the captions " Security Ownership of
Certain Beneficial Owners and Management," “Information about the
Board of Directors and Corporate Governance—2022 Director
Compensation," and "Compensation Discussion and Analysis" contained
in the Company's proxy statement on Schedule 14A filed with the SEC
on March 3, 2023. To the extent that the Company’s directors and
executive officers and their respective affiliates have acquired or
disposed of security holdings since the applicable “as of” date
disclosed in the 2023 Proxy Statement, such transactions have been
or will be reflected on Statements of Change in Ownership on Form
4, Initial Statements of Beneficial ownership on Form 3, or
amendments to beneficial ownership reports on Schedules 13D filed
with the SEC: Form 4, filed by Scott E. Kuechle, with the filings
of the Company on April 21, 2023; Form 4 filed by Niharika Ramdev,
with the filings of the Company on April 21, 2023; Form 4, filed by
A. William Higgins, with the filings of the Company on April 21,
2023; Form 4s filed by Carroll K. Lane, with the filings of the
Company on February 23, 2023 and July 6, 2023; Form 4s, filed by
Ian K. Walsh, with the filings of the Company on February 23, 2023,
March 2, 2023, and September 11, 2023; Form 4s, filed by Megan A.
Morgan, with the filings of the Company on February 23, 2023, March
2, 2023, November 14, 2023 and December 6, 2023; Form 4, filed by
Jennifer M. Pollino, with the filings of the Company on April 21,
2023; Form 4, filed by Aisha M. Barry, with the filings of the
Company on April 21, 2023; Form 4, filed by Michelle Lohmeier, with
the filings of the Company on April 21, 2023; Form 4s, filed by
Kristen M. Samson, with the filings of the Company on January 19,
2023, February 23, 2023, and March 2, 2023; Form 3, filed by
Matthew K. Petterson, with the filings of the Company on September
1, 2023; Form 3, filed by Wilfredo R. Dilig, with the filings of
the Company on January 30, 2023 and Form 4s, also filed by Wilfredo
R. Dilig, with the filings of the Company on February 23, 2023 and
March 2, 2023; and Form 3, filed by Richard Smith, with the filings
of the Company on January 30, 2023 and Forms 4s, also filed by
Richard Smith, with the filings of the Company on February 23,
2023, and December 6, 2023. Information regarding the identity of
the potential participants, and their direct or indirect interests
in the proposed transaction, by security holdings or otherwise,
will be set forth in the proxy statement and other materials to be
filed with SEC in connection with the proposed transaction. These
documents (when available) may be obtained free of charge from the
SEC’s website at www.sec.gov and the Company’s website at
https://kaman.com/.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240118059244/en/
Kaman Contact Mahmoud Siddig / Andrew Siegel / Rachel
Goldman / Carleigh Roesler Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449 Arcline Contact Jon Keehner / Tim Ragones /
Erik Carlson Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
Arcline-jf@joelefrank.com
Grafico Azioni Kaman (NYSE:KAMN)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Kaman (NYSE:KAMN)
Storico
Da Gen 2024 a Gen 2025
