Arcline Investment Management LP signs a binding proposal to acquire CIRCOR International, Inc. (NYSE:CIR) on June 28, 2023. Arcline will acquire 100% of the shares of CIRCOR International Inc. for $57.00 per share, in an all-cash, fully financed transaction, to the CIRCOR Board of Directors. The proposal represents a premium of approximately 12% to the $51.00 per share price reflected in CIRCOR’s revised merger agreement with affiliates of KKR & Co. Inc., and a premium of approximately 80% to CIRCOR’s closing share price on June 2, 2023, the last trading day prior to CIRCOR’s June 5, 2023 announcement of its original transaction with KKR. The offer represents a total valuation of over $59.00 per share, when factoring in over $2.00 per share in value leakage through termination fees that the Board has agreed with KKR despite Arcline’s active interest.

The proposal to the Board is accompanied by fully executed transaction documents reflecting all of the terms of Arcline’s proposal and is supported by fully committed financing from BMO Capital Markets Corp. and Bank of Montreal. Arcline’s binding proposal will expire automatically if the Board does not declare it to be a “Superior Proposal” and provide to KKR a “Determination Notice” (as defined in the amended agreement and plan of merger between CIRCOR and affiliates of KKR) by no later than 8:00 pm Eastern Time on Thursday, June 29, 2023.

BMO Capital Markets Corp. is serving as financial advisor to Arcline in connection with the offer, and Bass, Berry & Sims PLC is serving as legal advisor.
Arcline Investment Management LP cancelled the acquisition of CIRCOR International, Inc. (NYSE:CIR) on June 29, 2023. CIRCOR's Board of Directors (the “ Company Board ”), in consultation with its outside legal counsel and financial advisors, carefully reviewed the Arcline proposal before determining to enter into Amendment No. 2. Following discussions with Arcline regarding its proposal, and after taking into consideration the terms of Amendment No. 2, the Company Board in good faith, after consultation with its outside legal counsel and financial advisors, determined that the Arcline proposal did not constitute a Superior Proposal, as such term is defined in the Merger Agreement, as compared to the transactions contemplated by the Merger Agreement, as amended by Amendment No. 2. The Company Board unanimously concluded that the difference in price contemplated by the Arcline proposal is more than offset by the increased deal certainty associated with the Merger Agreement, as amended by Amendment No. 2. The Merger Agreement, as amended by Amendment No. 2, also offers greater financing certainty and a clearer and faster path to receiving anticipated antitrust approvals. In the view of the Company Board, the time value of money considerations, along with the “ticking fee”, more than sufficiently offset the $1.00 difference between the $57.00 per share price offered by Arcline and the $56.00 per share price provided for by Amendment No. 2 prior to payment of any ticking fee.