Curtiss-Wright Concludes Successful Tender Offer for Williams Controls, Inc.
PARSIPPANY, N.J., Dec. 14, 2012 (GLOBE NEWSWIRE) -- Curtiss-Wright Corporation
(NYSE:CW) announced today that more than 86% of the outstanding shares of
Williams Controls, Inc. (NYSE:WMCO) have been tendered and that it intends to
initiate a short-form merger to make Williams Controls a wholly-owned
The initial offering period for the tender offer expired at 11:59 p.m., EST,
on Thursday, December 13, with approximately 6.6 million shares of Williams
Controls common stock being tendered for $15.42 per share. This represents
approximately 86.3% of the outstanding shares of Williams Controls. All shares
that were validly tendered and not withdrawn have been accepted for purchase.
The completion of the tender offer is the first step in Curtiss-Wright's
two-step acquisition of Williams Controls pursuant to the previously announced
Agreement and Plan of Merger, dated as of October 31, 2012, among
Curtiss-Wright Controls, Inc., Columbia Acquisition Sub, Inc., each a
wholly-owned subsidiary of Curtiss-Wright, and Williams Controls (the "Merger
Agreement"). Curtiss-Wright will exercise the "top-up option" under the Merger
Agreement, through which Columbia Acquisition Sub will purchase from Williams
Controls additional shares of Williams Controls common stock at the same price
per share as paid in the tender, and intends to complete the short-form merger
as the second and final step of the acquisition. The acquisition is expected
to be completed later today.
The tender offer and merger plans were previously announced on November 1,
2012, in a transaction valued at approximately $119 million. Williams Controls
is a leading designer and manufacturer of highly-engineered electronic sensors
and electronic throttle controls for off-road equipment, heavy trucks, and
military vehicles. The acquired business will operate within Curtiss-Wright's
Motion Control segment.
About Curtiss-Wright Corporation
Curtiss-Wright Corporation is an innovative engineering company that provides
highly engineered, critical function products, systems and services in the
areas of flow control, motion control and metal treatment to the defense,
energy and commercial/industrial markets. The legacy company of Glenn Curtiss
and the Wright brothers, Curtiss-Wright has a long tradition of design and
manufacturing innovation along with long-standing customer relationships. The
company employs approximately 8,300 people worldwide. For more information,
The Curtiss-Wright Corporation logo is available at
This press release contains forward-looking statements made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995
that are based on management's beliefs and assumptions. Such statements,
including statements relating to Curtiss-Wright Corporation's expectations for
the future performance of Williams Controls, the future opportunities
associated with the acquisition, and the success of the Company integrating
Williams Controls into its Motion Controls segment, are not considered
historical facts and are considered forward-looking statements under the
federal securities laws. Such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. Such risks and uncertainties include the possibility that the
Company will not consummate a transaction with Williams Controls and the risk
factors discussed in our Report on Form 10-K, subsequent Quarterly Reports on
Form 10-Q and other SEC filings. We undertake no obligation to revise or
update publicly any forward-looking statement, except as required by law.
Please refer to the Company's current SEC filings under the Securities
Exchange Act of 1934, as amended, for further information.
CONTACT: Jim Ryan
Curtiss-Wright Corporation Logo
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