Attached files
file | filename |
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8-K - FORM 8-K - HAWK CORP | l41288e8vk.htm |
EX-10.4 - EX-10.4 - HAWK CORP | l41288exv10w4.htm |
EX-10.1 - EX-10.1 - HAWK CORP | l41288exv10w1.htm |
EX-99.2 - EX-99.2 - HAWK CORP | l41288exv99w2.htm |
EX-10.2 - EX-10.2 - HAWK CORP | l41288exv10w2.htm |
EX-10.3 - EX-10.3 - HAWK CORP | l41288exv10w3.htm |
Exhibit 99.1
PRESS RELEASE
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CSL010022 | 12/1/10 |
Carlisle Companies Incorporated Successfully Completes Tender Offer for Hawk Corporation
CHARLOTTE, NORTH CAROLINA, Dec. 1, 2010 Carlisle Companies Incorporated (NYSE: CSL), and Hawk
Corporation (NYSE Amex: HWK), today jointly announced the successful completion of the previously
announced tender offer for all of the outstanding shares of Hawk Class A common stock (together
with the associated preferred share purchase rights). The offer expired at 12:00 midnight, New
York City time, at the end of the day on November 30, 2010.
On November 1, 2010, HC Corporation, a wholly owned subsidiary of Carlisle, commenced its tender
offer to acquire all the outstanding shares of Hawks Class A common stock (together with the
associated preferred share purchase rights) at a purchase price of $50.00 per share, net to the
seller in cash, without interest, less any applicable withholding taxes. Based on a preliminary
count by the depositary for the tender offer, a total of 7,321,448 shares of Hawk Class A common
stock, including 312,450 shares tendered under guaranteed delivery procedures, representing
approximately 94 percent of Hawks outstanding common stock, were validly tendered and not
withdrawn in the tender offer. As of the expiration of the tender offer, Hawk had 7,759,063 shares
of Class A common stock outstanding. All shares that were validly tendered and not withdrawn have
been accepted for payment by HC Corporation in accordance with the terms of the tender offer and
applicable law.
Carlisle, through its direct wholly owned subsidiary, HC Corporation, will acquire all of the
remaining outstanding shares of Hawk Class A common stock by means of a merger under Delaware law.
In the merger, each outstanding share of Hawk Class A common stock (other than shares to which the
holder has properly exercised appraisal rights) will be converted into the right to receive $50.00
net to the seller in cash, without interest, less any applicable withholding taxes. As a result of
the completion of the merger, Hawks Class A common stock will cease trading on the NYSE Amex.
Carlisle expects that the merger will be implemented on an expedited basis pursuant to the short
form merger procedure available under Delaware law.
Complete terms and conditions of the tender offer are set forth in the tender offer materials,
including the offer to purchase and letter of transmittal, filed with the Securities and Exchange
Commission by Carlisle and HC Corporation on November 1, 2010, with Carlisles tender offer
statement on Schedule TO, as amended and supplemented.
About Carlisle Companies Incorporated
Carlisle is a diversified global manufacturing company serving the construction materials,
commercial roofing, specialty tire and wheel, power transmission, heavy-duty brake and friction,
foodservice, aerospace, and test and measurement industries.
About Hawk Corporation
Hawk is a leading supplier of friction products for brakes, clutches and transmissions used in
airplanes, trucks, construction and mining equipment, farm equipment, and recreational and
performance automotive vehicles.
IMPORTANT INFORMATION AND WHERE TO FIND IT
This press release is not an offer to purchase or a solicitation of an offer to sell any securities
of Hawk Corporation (Hawk), nor is it a substitute for the tender offer materials described below
and filed by Carlisle Companies Incorporated (Carlisle) and Hawk with the Securities and Exchange
Commission (the SEC) on November 1, 2010, as amended.
Investors and security holders of Hawk are urged to read Carlisles offer to purchase filed with
the SEC on Schedule TO (as amended, the Schedule TO) and Hawks solicitation/recommendation
statement filed with the SEC on Schedule 14D-9 (as amended, the Schedule 14D-9). Hawk
stockholders are urged to read these materials carefully as they contain important information,
including the terms and conditions of the offer. Hawk stockholders may obtain a free copy of these
materials and other documents filed by Carlisle or Hawk with the SEC at the website maintained by
the SEC at www.sec.gov. The Schedule TO, including the offer to purchase and related materials, and
the Schedule 14D-9, including the solicitation/recommendation statement may also be obtained for
free by contacting D.F. King & Co., Inc., the information agent for the tender offer, at (212)
269-5550 or toll-free at (800) 659-5550, or by contacting Carlisle at (704) 501-1100.
Forward-Looking Statements
This press release contains forward-looking statements. These statements are based on current
expectations and are subject to uncertainty and changes in circumstances. Actual results may differ
materially from these expectations due to changes in global economic, business, competitive,
market, regulatory and other factors, including the risk that the transaction may not be
consummated; and the risk that Hawk may not be integrated successfully into Carlisle. More detailed
information about these factors is contained in filings made by Carlisle and Hawk with the SEC.
Neither Carlisle nor Hawk undertakes any duty to update forward-looking statements.
CONTACT:
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Steven J. Ford Vice President & Chief Financial Officer Carlisle Companies Incorporated (704) 501-1100 http://www.carlisle.com |
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Ronald E. Weinberg Chairman & Chief Executive Officer Hawk Corporation (216) 861-3553 http://www.hawkcorp.com |
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