Arcline Investment Management LP cancelled the acquisition of CIRCOR International, Inc..
The proposal to the Board is accompanied by fully executed transaction documents reflecting all of the terms of Arclineâs proposal and is supported by fully committed financing from BMO Capital Markets Corp. and Bank of Montreal. Arclineâs binding proposal will expire automatically if the Board does not declare it to be a âSuperior Proposalâ and provide to KKR a âDetermination Noticeâ (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 â Company Board â), 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 âticking feeâ, 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.