Curtiss-Wright Sucessfully Completes Cash Tender Offer for Shares of
Williams Controls, Inc.
PORTLAND, OR -- (Marketwire) -- 12/14/12 -- Williams Controls, Inc.
(the "Company") (NYSE MKT: WMCO) today announced the successful
completion of the tender offer for all of its outstanding shares of
common stock by Curtiss-Wright Corporation (NYSE: CW)
("Curtiss-Wright") at a purchase price of $15.42 per share. The
tender offer expired at 11:59 p.m., New York City time, on December
13, 2012. As of the expiration of the tender offer, approximately 6.6
million shares had been tendered and not withdrawn representing more
than 86% of Williams Controls' outstanding shares.
As part of the successful completion of the tender offer,
Curtiss-Wright has informed Williams Controls that it intends to
exercise its right, granted under the merger agreement with Williams
Controls pursuant to which the tender offer was made, to purchase
additional shares from Williams Controls which will allow
Curtiss-Wright to complete and close the merger and the acquisition
of Williams Controls without stockholder approval. All outstanding
shares of common stock of Williams Controls, other than shares held
by Curtiss-Wright, Williams Controls or Williams Controls'
stockholders who are entitled to and properly exercise appraisal
rights under Delaware law, will be canceled and converted into the
right to receive cash equal to the $15.42 offer price per share. In
addition, upon completion of the merger with Curtiss-Wright, Williams
Controls' common stock will cease to be traded on the New York Stock
ABOUT WILLIAMS CONTROLS
Williams Controls is a leading global designer and manufacturer of
Electronic Throttle Control Systems ("ETCs") for the heavy truck, bus
and off-road markets. Williams Controls is headquartered in
Portland, Oregon and employs more than 300 people worldwide at
locations in North America, Europe, and Asia with sales of $64
million in fiscal 2012. For more information, visit Williams
Controls' website at www.wmco.com.
Certain statements included in this news release constitute
forward-looking statements. These forward looking statements are
based on Williams Controls' management's assumptions and projections,
and are generally identifiable by use of the words of a predictive
nature. Because management's expectations are based on anticipation
of future events, you should not place undue emphasis on
forward-looking statements. Williams Controls cannot assure you that
factors beyond its control, such as factors that substantially impact
its business operations or financial performance; the instigation of
litigation involving Williams Controls, its business, or the
transactions described herein; the discovery of unknown or unforeseen
circumstances that affect that company's assets or operations; or
conditions affecting the global economy (particularly if they
disproportionately affect Williams Controls), will not delay or
prevent consummation of the transactions described above. In
addition, Williams Controls' business is subject to certain other
risks, particularly including those risks discussed in the section
entitled "Risk Factors" in Williams Controls' Annual Report on Form
10-K for the fiscal year ended September 30, 2012.
Telephone: (503) 684-8600
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