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Crane Acquiring RF Component Maker Merrimac Industries
December 28, 2009 |Estimated reading time: 3 minutes
STAMFORD, CT and WEST CALDWELL, NJ — Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, and Merrimac Industries Inc. (AMEX: MRM), designer and manufacturer of RF microwave components, assemblies and micro-multifunction modules (MMFM), signed a definitive agreement for Crane to acquire Merrimac in Q’01 2010 for an estimated $52 million. Crane will pay $16.00 cash per share of common stock of Merrimac and associated common stock purchase rights.
Under the terms of the agreement, Crane will commence a tender offer to acquire all of the outstanding shares of common stock of Merrimac, and this transaction, which is subject to the satisfaction of customary conditions, is expected to close in the first quarter of 2010. This transaction is valued at approximately $52 million and represents a 40% premium to Merrimac shareholders based on the closing value of its common stock on December 22, 2009 and a premium of 70% based on Merrimac’s most recent 20-day average closing price. The agreement has been approved by the boards of directors of both companies.
Merrimac’s product platform and customer base for space and military applications complements Crane’s microwave product offerings, said Eric Fast, Crane Co.’s president and CEO. “We expect this acquisition will have a very slight dilutive impact on our 2010 earnings but will be accretive in 2011.”
Merrimac Industries, Inc., with annual revenues of approximately $30 million, has facilities located in West Caldwell, NJ and San Jose, Costa Rica and has approximately 210 co-workers dedicated to the design and manufacture of signal processing components, and gold plating of high- frequency microstrip and bonded stripline Teflon (PTFE) circuits and subsystems providing Total Integrated Packaging Solutions® for wireless applications.
The tender offer described in this press release has not yet commenced. Once filed, investors and Merrimac stockholders will be able to obtain free copies of these documents and other documents filed by Merrimac, Crane and the Purchaser with the Securities and Exchange Commission at the website of the Commission at www.sec.gov. In addition, the tender offer statement on Schedule TO and related offering materials may be obtained for free (when they become available) from Crane. Merrimac stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission carefully and in their entirety prior to making any decisions with respect to the tender offer because they contain important information, including the terms and conditions of the tender offer.
Crane Co. is a diversified manufacturer of highly engineered industrial products to customers in the aerospace, electronics, hydrocarbon processing, petrochemical, chemical, power generation, automated merchandising, transportation and other markets. The Company has five business segments: Aerospace & Electronics, Fluid Handling, Engineered Materials, Merchandising Systems, and Controls. Crane has approximately 10,000 employees in North America, South America, Europe, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). www.craneco.com. Other recent Crane news: Crane Sells Unit to IEC
Merrimac Industries, Inc. is a designer and manufacturer of RF microwave signal processing components, subsystem assemblies, and Multi-Mix micro-multifunction modules (MMFM), for the worldwide Defense, Satellite Communications (Satcom), Commercial Wireless and Homeland Security market segments. Merrimac is focused on providing Total Integrated Packaging Solutions with Multi-Mix Microtechnology, a leading edge competency providing miniaturization and integration. Multi-Mix MMFM employs a platform modular architecture strategy that incorporates embedded semiconductor devices, MMICs, resistors, passive circuit elements and plated-through-via holes to form a 3D integrated module used in High Power, High Frequency and High Performance mission-critical applications. Merrimac Industries facilities are registered under ISO 9001:2000. Merrimac (MRM) is listed on the American Stock Exchange. Multi- Mix, Multi-Mix PICO, MMFM, System In A Package, SIP and Total Integrated Packaging Solutions are registered trademarks of Merrimac Industries Inc. www.merrimacind.com