Buyout at 13.25
Crane Co. Announces Agreement to Acquire Signal Technology Corporation
PR NEWSWIRE - April 16, 2003 17:29
STAMFORD, Conn., Apr 16, 2003 /PRNewswire-FirstCall via COMTEX/ -- Crane Co. (NYSE: CR) and Signal Technology Corporation (Nasdaq: STCO) today announced that they have executed a merger agreement under which a subsidiary of Crane Co. will make a cash tender offer to acquire all of the outstanding shares of Signal Technology Corporation at a purchase price of $13.25 per share. The purchase price of $13.25 per common share represents a 17.6% premium over the closing price on April 15, 2003 and a 29.4% premium over the average closing price since the beginning of the year. The aggregate consideration for the outstanding Signal Technology shares (including the cash settlement of in-the-money options) will be approximately $153 million or approximately $135 million taking into account net cash at December 31, 2002.
Under separate agreements, certain directors and officers of Signal have agreed to tender their shares of Signal Technology into the offer.
Signal Technology, headquartered in Danvers, Massachusetts, is a leading manufacturer of highly engineered state-of-the-art power management products and electronic radio frequency ("RF") and microwave frequency components and subsystems for the defense, space and military communications markets. The Company supplies many U.S. Department of Defense prime contractors and foreign allied defense organizations with products designed into systems for missile, radar, aircraft, electronic warfare, intelligence and communication applications. Examples of some programs supplied include: Tomahawk, Patriot and PAC-3 missile systems; F-22, F-18 and F-16 fighters; B1B bomber; C17 transport; Apache Longbow helicopter; and Airborne Warning and Controls (AWAC) and E2C electronic surveillance and mission control aircraft. The Company's proven expertise in RF, microwave, and power management products is supported by its strong R&D and engineering focus as well as government-qualified manufacturing capabilities.
Signal Technology 2002 annual sales were approximately $87 million. The Company has 4 manufacturing facilities located in the United States and approximately 545 employees, including 90 highly skilled engineers. The operations will be integrated with Crane's Aerospace Electronics business. For more information about Signal Technology, please visit the Company's web site www.sigtech.com.
"This acquisition will significantly expand our capabilities and market presence in the defense electronics markets and nearly doubles the size of the Crane Aerospace Electronics business. Strong synergies between our two businesses in the form of complementary technology, broader product offerings, expanded customer base and more efficient utilization of our manufacturing facilities will drive value for our shareholders and our customers. We expect Signal will be modestly accretive in the first year of ownership and accretive to our 2004 earnings by approximately $0.10 per share," said Eric Fast, President and CEO of Crane Co.
George Lombard, Chairman and CEO of Signal Technology said, "The employees of Signal Technology are very pleased about becoming a part of Crane Co. We believe this transaction will not only benefit our existing customers, but will also provide an excellent opportunity for profitable expansion of the business."
The acquisition is subject to the satisfaction of customary conditions, including review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. A wholly owned subsidiary of Crane Co. will commence the tender offer as soon as practicable, with the condition that at least a majority of Signal Technology shares are tendered in the offer. Any remaining outstanding shares of Signal Technology will be purchased at the same price of $13.25 per share through a cash merger after conclusion of the tender offer. The transaction is expected to be completed in the second quarter of 2003.
Crane Co. is scheduled to hold a conference call for financial analysts to discuss its first quarter earnings performance tomorrow, Thursday April 17, 2003 at 10:00 a.m. (Eastern) and will include discussion of this acquisition on the call. The conference call will be simultaneously web cast in a listen-only mode via the Company's website www.craneco.com. A replay of the conference call webcast will be available on the company web site following the completion of the call. |
