Precision Castparts Corp. (NYSE: PCP) (PCC) today announced the successful completion of the cash tender offer (the “Offer”), through its wholly owned subsidiary, ELIT Acquisition Sub Corp. (Purchaser), for all of the outstanding shares of common stock of Titanium Metals Corporation (NYSE: TIE) (Timet) (the “Shares”) for $ 16.50 per Share.
The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on Thursday, December 20, 2012. The depositary for the Offer has indicated that, as of the expiration of the Offer, approximately 150,520,615 Shares (representing approximately 86.0% of the outstanding Shares) have been validly tendered and not withdrawn from the Offer, including Shares subject to guaranteed delivery procedures. In accordance with the terms of the Offer, Purchaser accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer. Timet is now a subsidiary of PCC and, effective December 21, 2012, Timet’s results will be reported as part of PCC’s Forged Products segment.
PCC also announced the commencement of a subsequent offering period to acquire all remaining untendered Shares. The subsequent offering period will expire at 5:00 p.m., New York City time, on Friday, January 4, 2013, unless extended. PCC and Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law and the terms of the definitive merger agreement, dated November 9, 2012, by and among PCC, Purchaser and Timet. Any such extension will be followed as promptly as practicable by a public announcement, which will be no later than 9:00 a.m., New York City time, on the next business day after the subsequent offering period was scheduled to expire. During the subsequent offering period, Purchaser will immediately accept for payment and promptly pay for the Shares as they are properly tendered. Stockholders who properly tender Shares during such period will receive the same $ 16.50 per Share price, without interest and subject to applicable withholding taxes, that was paid in the Offer. Procedures for tendering Shares during the subsequent offering period are the same as during the initial offering period with two exceptions: (1) Shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, Shares tendered during the subsequent offer period may not be withdrawn.
Following completion of the subsequent offering period, PCC and Purchaser intend to increase PCC’s ownership percentage of Timet to 100% by means of a merger under Delaware law. As a result of the purchase of Shares in the Offer, PCC has sufficient voting power to approve the merger without the affirmative vote of any other Timet stockholder. In the merger, each Share not previously purchased in the Offer will be converted, subject to appraisal rights, into the right to receive the same $ 16.50 per Share price, without interest and subject to applicable withholding taxes, that was paid in the Offer. Timet stockholders who do not tender their Shares in the Offer will not receive payment for their Shares until completion of the merger.
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