Carpenter and Latrobe Amend Merger Agreement
01/17/2012 - Carpenter Technology has entered into an Amendment of the Merger Agreement with the owners of Latrobe Specialty Metals.
Carpenter Technology Corp. has entered into an Amendment of the Merger Agreement with the owners of Latrobe Specialty Metals, Inc. The two companies had originally entered into the merger agreement on June 20, 2011.
The first principal element of the Amendment provides for additional time to receive antitrust approval through the Hart-Scott-Rodino process by extending the date after which the Merger Agreement may be terminated by Latrobe or Carpenter in the event the consummation of the Merger has not occurred from January 16, 2012 to April 30, 2012.
The second element of the Amendment modifies certain aspects of the Merger Agreement to reflect higher expected Latrobe working capital at the time of closing. This part of the Amendment specifically allows for a smaller number of Carpenter common shares to be placed into an escrow account in connection with Latrobe’s underfunded pension plan and requires Carpenter to pay for certain additional transaction costs.
Provisions relating to the maximum issuance of 8.1 million shares of Carpenter common stock to Latrobe’s stockholders and assumption of a maximum of $160 million of Latrobe’s debt by Carpenter upon closing of the Merger remain substantially unchanged.
Carpenter said it plans to file a Form 8-K with the Securities and Exchange Commission on Tuesday, January 17, 2012, that will include the full Amendment as an exhibit.
Carpenter Technology produces and distributes conventional and powder metal specialty alloys, including stainless steels, titanium alloys, tool steels and superalloys.
