CLARCOR Agrees to Acquire Air Filtration Business from G.E. Power and Water

  CLARCOR Agrees to Acquire Air Filtration Business from G.E. Power and Water

Business Wire

FRANKLIN, Tenn. -- November 5, 2013

CLARCOR Inc. (NYSE: CLC) announced that it has entered into an agreement to
acquire the Air Filtration business of General Electric Company’s Power and
Water division for approximately $265 million, subject to contractually agreed
adjustments. With over 700 employees around the world and trailing twelve
month annual revenues of approximately $230 million, the business is a leading
supplier of air filtration systems and filters used in gas turbine
applications, as well as industrial air filtration products and membranes.
Headquartered in Overland Park, Kansas and with manufacturing operations in
Missouri, the UK and China, the business will continue to supply gas turbine
air inlet filtration systems and filters to GE, which has the world’s largest
installed base of natural gas turbines, under a multi-year supply agreement.
The transaction is expected to close by the end of 2013.

Christopher L. Conway, CLARCOR’s Chairman, President and Chief Executive
Officer commented, “We are very excited about this acquisition and the
multiple opportunities it offers CLARCOR. Each element of this business – gas
turbine filtration, industrial air filtration, and membranes – is attractive
and fits within our core strategies and competencies. This transaction creates
exciting new vertical opportunities and relationships, affords us access to
various new technologies, broadens our already extensive product portfolio and
solidifies what we believe is our standing as the most diversified filtration
company in the world.

“With this transaction, CLARCOR will become a leading designer and supplier of
air inlet filtration products for natural gas turbines, a business we believe
is poised for long-term growth as the world continues to shift toward natural
gas as its energy source of choice. CLARCOR traditionally has had little
presence in the gas turbine business, and we believe this transaction will
immediately position CLARCOR as a major player in the space and provide a
strong platform from which to grow, both with respect to first-fit
applications as well as the aftermarket.

“The industrial air filtration piece of the business, better known as BHA –
one of the industry’s most well-known and respected names – is widely
recognized as having a broad offering of products as well as in-depth customer
knowledge and service capabilities. For decades, BHA has been engaged in
direct selling of aftermarket bag house air filters and pleated cartridges for
diverse industries such as cement production, food and beverage and
pharmaceuticals. This direct sales model should dovetail nicely with our TFS
distribution network and allow us to better service aftermarket customers and
vertical markets around the country with a significantly expanded product
offering of pleated industrial air filters.

“The related membrane portion of the business not only adds attractive
high-margin products to our existing product offerings, but further enhances
our ability to develop performance filtration media that have potential
application throughout CLARCOR. Indeed, the entire Air Filtration business
comes with an abundance of patented technologies, and will approximately
triple the already extensive number of patents that CLARCOR and its operating
businesses hold today.

“When all is said and done, however, it is no secret that the key to any
acquisition is the people on both sides and the cultural fit between
organizations. It was clear to us from our first interaction with the
management team and our visits to the business’ facilities in the U.S. and
abroad that both of these factors are present here. We believe that management
has done the right things to position the business for growth and expansion,
and the workforce and culture seem closely aligned with our own. We view this
acquisition as a platform for growth and one from which we can provide
additional scale to our own industrial and process air businesses, and we
believe that the people who will be joining us will prove themselves to be
assets to CLARCOR for years to come.”

“The Air Filtration business has strengthened its operations and improved
performance over the past two years to create a world-class filtration
business,” said Victor Abate, President and CEO, Power Generation Products at
GE Power & Water. “In the Power Generation segment, we are focused on our core
gas turbine technology, and we have made the strategic decision to simplify
the business to better match our core strengths. We are pleased that the
transaction with CLARCOR will allow Air Filtration the opportunity to grow and
thrive in the filtration industry.”

XMS Capital Partners served as exclusive financial advisor and Bass Berry &
Sims PLC served as lead legal advisor to CLARCOR in connection with the
transaction. Consummation of the transaction is subject to customary
conditions, including the expiration or early termination of the waiting
period applicable to the transaction under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

CLARCOR is based in Franklin, Tennessee, and is a diversified marketer and
manufacturer of mobile, industrial and environmental filtration products and
consumer and industrial packaging products sold in domestic and international
markets. Common shares of the Company are traded on the New York Stock
Exchange under the symbol CLC.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements made in this press
release other than statements of historical fact, are forward-looking
statements. These forward-looking statements may include, among other things:
statements and assumptions relating to the consummation of the proposed
acquisition; the historical results of operations of the business to be
acquired; statements regarding anticipated order patterns from customers,
including GE, or the anticipated economic conditions of the industries and
markets that we serve; statements relating to the anticipated effects on
results of operations or financial condition from recent and expected
developments or events; statements relating to the Company’s business and
growth strategies; and any other statements or assumptions that are not
historical facts. The Company believes that its expectations are based on
reasonable assumptions. However, these forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could
cause the Company’s actual results, performance or achievements, or industry
results, to differ materially from the Company’s expectations of future
results, performance or achievements expressed or implied by these
forward-looking statements. These risks include the failure to complete the
acquisition and the failure to realize the economic and strategic benefits of
the transaction. In addition, the Company’s past results of operations do not
necessarily indicate its future results. The Company’s future results may
differ materially from the Company’s past results as a result of various risks
and uncertainties, including the risk factors discussed in the “Risk Factors”
section of the Company’s 2012 Form 10-K and other risk factors detailed from
time to time in the Company’s filings with the Securities and Exchange
Commission. You should not place undue reliance on any forward-looking
statements. These statements speak only as of the date of this press release.
Except as otherwise required by applicable laws, the Company undertakes no
obligation to publicly update or revise any forward-looking statements or the
risk factors described in this press release, whether as a result of new
information, future events, changed circumstances or any other reason after
the date of this press release.


David J. Fallon, 615-771-3100
Vice President - Chief Financial Officer
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