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EX-99.2 - PRESS RELEASE - PRECISION CASTPARTS CORP | d464033dex992.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 4, 2013
Date of Report (Date of earliest event reported)
PRECISION CASTPARTS CORP.
(Exact name of registrant as specified in its charter)
Oregon | 1-10348 | 93-0460598 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4650 S.W. Macadam Avenue
Suite 400
Portland, Oregon 97239-4254
(Address of principal executive offices, including zip code)
(503) 946-4800
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
As previously disclosed, on November 9, 2012, Titanium Metals Corporation, a Delaware corporation (the Company), Precision Castparts Corp. (Parent) and ELIT Acquisition Sub Corp. (Purchaser), a wholly owned subsidiary of Parent, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer to purchase all outstanding shares of the common stock of the Company (the Shares) at a price of $16.50 per Share, net to the seller in cash, without interest thereon and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 20, 2012 (as amended or supplemented, the Offer to Purchase), and the related Letter of Transmittal (which, together with the Offer to Purchase, constituted the Offer).
The Offer, as extended, expired at 5:00 p.m., New York City time, on December 20, 2012, following which Purchaser commenced a subsequent offering period of the Offer to acquire all remaining untendered Shares. The subsequent offering period of the Offer expired at 5:00 p.m., New York City time, on January 4, 2013. Together with the Shares purchased in the initial offering period, Purchaser owned 158,231,903 Shares (representing approximately 90.4% of the outstanding Shares) as of the expiration of the subsequent offering period.
On January 7, 2013, pursuant to the terms and conditions of the Merger Agreement, Purchaser merged with and into the Company (the Merger) with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, all remaining outstanding Shares not tendered in the Offer (other than Shares owned by Parent, Purchaser or the Company or Shares held by Company stockholders, if any, who are entitled to and properly exercise appraisal rights under Delaware law), were acquired for cash at the same $16.50 per Share price, without interest and subject to applicable withholding taxes, that was paid in the Offer.
The foregoing discussion of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is included as Exhibit 2.1 hereto and incorporated herein by reference.
On January 7, 2013, Parent issued a press release announcing the completion of the subsequent offering period, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On January 8, 2013, Parent issued a press release announcing the completion of the Merger, a copy of which is included as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
2.1 | Agreement and Plan of Merger dated November 9, 2012, by and among Precision Castparts Corp., ELIT Acquisition Sub Corp. and Titanium Metals Corporation (incorporated herein by reference to Exhibit 10.2 to Precision Castparts Corp.s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2012). | |
99.1 | Press Release issued by Precision Castparts Corp. on January 7, 2013 (incorporated by reference to Exhibit (a)(5)(S) to Amendment No. 8 to Precision Castparts Corp.s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 7, 2013). | |
99.2 | Press Release issued by Precision Castparts Corp. on January 8, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PRECISION CASTPARTS CORP. | ||||||
Date: January 8, 2013 | By: | /s/ Shawn R. Hagel | ||||
Name: | Shawn R. Hagel | |||||
Executive Vice President, Chief Financial Officer and Assistant Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
2.1 | Agreement and Plan of Merger dated November 9, 2012, by and among Precision Castparts Corp., ELIT Acquisition Sub Corp. and Titanium Metals Corporation (incorporated herein by reference to Exhibit 10.2 to Precision Castparts Corp.s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2012). | |
99.1 | Press Release issued by Precision Castparts Corp. on January 7, 2013 (incorporated by reference to Exhibit (a)(5)(S) to Amendment No. 8 to Precision Castparts Corp.s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 7, 2013). | |
99.2 | Press Release issued by Precision Castparts Corp. on January 8, 2013. |