CHARLOTTE, N.C. — Carlisle Companies Inc. and Hawk Corp. today jointly announced the successful completion of the 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 midnight on Nov. 30.
On Nov. 1, HC Corp., a wholly owned subsidiary of Carlisle, commenced its tender offer to acquire all the outstanding shares of Hawk’s Class A common stock at a purchase price of $50 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procedures, representing approximately 94 percent of Hawk’s outstanding common stock, were validly tendered and not withdrawn in the tender offer.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 All shares that were validly tendered and not withdrawn have been accepted for payment by HC Corporation in accordance with the terms of the tender offer and applicable law.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 Corp., 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 net to the seller in cash, without interest, less any applicable withholding taxes. As a result of the completion of the merger, Hawk’s Class A common stock will cease trading on the NYSE Amex. Carlisle said it expects that the merger will be implemented on an expedited basis pursuant to the short form merger procedure available under Delaware law.
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.
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.
