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8-K - FORM 8-K - LADISH CO INC | c61440e8vk.htm |
EX-2.1 - EX-2.1 - LADISH CO INC | c61440exv2w1.htm |
EX-4.1 - EX-4.1 - LADISH CO INC | c61440exv4w1.htm |
Exhibit 99.1
Allegheny Technologies Incorporated
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Contact: | |||
Corporate Headquarters
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Dan L. Greenfield | |||
1000 Six PPG Place
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412-394-3004 | |||
Pittsburgh, PA 15222-5479 U.S.A. |
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www.ATImetals.com |
Allegheny Technologies To Acquire Ladish
Pittsburgh, PA November 17, 2010 Allegheny Technologies Incorporated (NYSE: ATI)
and Ladish Co., Inc. (NASDAQ: LDSH) today announced that they have entered into a
definitive merger agreement whereby ATI will acquire Ladish for an aggregate fully
distributed equity value of approximately $778 million. Ladish shareholders will receive
$24.00 in cash and 0.4556 of a share of ATI common stock for each share of Ladish common
stock. Based on the volume weighted average price of ATI common stock over the last 10
trading days ending November 16, 2010, the aggregate consideration on a fully diluted basis
is $48.00 per Ladish share. The transaction is subject to normal closing conditions,
including approval by Ladish shareholders, and is expected to be completed in early 2011.
ATIs unique industry-leading product portfolio combined with Ladishs
technologically advanced forging, investment casting, and machining capabilities creates a
more integrated, stable, and sustainable supply chain for the aerospace, defense, and
industrial markets, said L. Patrick Hassey, ATIs Chairman and Chief Executive Officer.
We like the people, the technology, and the market position of Ladish. Our strategy
is to build unsurpassed manufacturing capabilities and develop innovative new products that
add value for our customers. With this strategic acquisition, we leverage these
capabilities to forward integrate and better position ATI to capitalize on secular growth
trends in our key markets.
Ladish expects sales of approximately $400 million in 2010 and anticipates that sales
will continue to grow with the aerospace market recovery. In addition, we believe at least
$100 million of sales can be added through market synergies. We expect this acquisition to
generate positive cash flow to ATI immediately after the transaction closes. We expect the
acquisition to be accretive to earnings after the first year.
Gary J. Vroman, Ladish President and CEO said, We have been preparing and positioning
our company for market growth. Highly skilled people are trained and in place, and our
equipment is ready to go. Integrating Ladishs manufacturing operations with ATIs broad
product range of specialty metals immediately enhances our ability to serve our existing
customer base. Beyond that, there are new markets now well within our reach that were
previously a stretch for us. Without question, this merger significantly improves the
long-term outlook for Ladish. We are looking forward to what the future will bring for our
1,700 dedicated employees in the United States and Poland.
ATI will conduct a conference call at 10:00 a.m. today with investors and analysts to discuss this
acquisition. To access the conference call, dial 866-770-7125 (for domestic callers) and
617-213-8066 (for international callers) and enter the password 57508354 when prompted. The
conference call will be broadcast live on www.ATImetals.com. To access the call, click on
Conference Call. Replay of the conference call will be available on the Allegheny Technologies
website.
ATI will not be presenting at todays Dahlman Rose investor conference that was previously
announced and was scheduled to be held at 9:15 a.m. (ET).
Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals
producers in the world with revenues of $3.8 billion for the twelve months ending September 30,
2010. ATI has approximately 8,900 full-time employees world-wide who use innovative technologies
to offer global markets a wide range of specialty metals solutions. Our major markets are
aerospace and defense, oil and gas/chemical process industry, electrical energy, medical,
automotive, food equipment and appliance, machine and cutting tools, and construction and mining.
Our products include titanium and titanium alloys, nickel-based alloys and superalloys,
grain-oriented electrical steel, stainless and specialty steels, zirconium, hafnium, and niobium,
tungsten materials, and forgings and castings. The Allegheny Technologies website is
www.ATImetals.com.
Ladish Co., Inc. is a leading producer of highly engineered, technically advanced metal components
for the jet engine, aerospace and general industrial markets. Ladish is headquartered in Cudahy,
WI with operations in Wisconsin, California, Connecticut, Oregon, and Poland. Ladish common stock
trades on Nasdaq under the symbol LDSH.
Important Information for Investors and Security Holders
This press release does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. ATI will file with the Securities and
Exchange Commission (the SEC) a registration statement on Form S-4 that will include a proxy
statement of Ladish that also constitutes a prospectus of ATI. ATI and Ladish also plan to file
other documents with the SEC regarding the proposed transaction. A definitive proxy
statement/prospectus will be mailed to shareholders of Ladish.
INVESTORS AND SHAREHOLDERS OF LADISH ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders of ATI and Ladish may obtain these documents (and any other
documents filed by ATI or Ladish with the SEC) free of charge at the SECs website at www.sec.gov.
In addition, the documents filed with the SEC by ATI may be obtained free of charge by directing a
request to: Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479, Attention: Corporate Secretary, or from ATIs website at www.atimetals.com. The
documents filed with the SEC by Ladish may be obtained free of charge by directing a request to:
Ladish Co., Inc. 5481 S. Packard Avenue, Cudahy, Wisconsin 53110, Attention: Wayne E. Larsen, Vice
President Law/Finance and Secretary.
ATI, Ladish their respective directors and certain of their executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Ladish in connection with the
proposed transaction. Information about the directors and executive officers of ATI is set forth
in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on
April 2, 2010. Information about the directors and executive officers of Ladish is set forth in
its proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on
March 15, 2010.
Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become
available.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release include forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve
a number of risk and uncertainties, and actual results or events may differ materially from those
projected or implied in those statements. Examples include statements regarding the parties
ability to consummate the proposed transaction and timing thereof, the benefits and impact of the
proposed transaction, including effects on cash flow or earnings, the combined companys ability to
achieve the synergies and value creation that are contemplated by the parties, ATIs ability to
promptly and effectively integrate Ladishs business, and the diversion of management time on
transaction-related issues. Additional examples of forward-looking statements include information
concerning ATIs, Ladishs or the combined companys outlook, anticipated revenues or results of
operations, and the anticipated benefits expected to be realized in connection therewith, as well
as any other statement that does not directly relate to any historical or current fact.
These forward-looking statements often include words such as believe, expect, project,
anticipate, intend, plan, estimate, seek, will, may, would, should, could,
forecast or similar expressions. These statements are based on certain assumptions that ATI and
Ladish have made in light of their experience in the industry as well as its perceptions of
historical trends, current conditions, expected future developments and other factors that they
believe are appropriate in these circumstances. ATI and Ladish believe these judgments are
reasonable, but you should understand that no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any of them do so,
what impact they will have on the results of operations or financial conditions of ATI, Ladish or
the combined company, due to a variety of important factors, both positive and negative. Among
other items, such factors could include the ability of the parties to obtain all necessary
regulatory consents to the proposed transaction; the overall strength and stability of general
economic conditions, both in the United States and in global markets, including the timing and
strength of the current recovery; the effect of significant changes in the competitive environment,
including as a result of industry consolidation, and the effect of competition in the parties
respective markets; their ability to achieve cost savings and efficiencies and realize
opportunities to increase productivity and profitability; their ability to accurately estimate
future levels of business activity and adjust operations accordingly; impact of a major disruption
in their communication or centralized information networks or payment systems; and changes in the
existing, or the adoption of new, laws, regulations, policies or other activities of governments,
agencies and similar organizations where such actions may materially affect their operations or the
cost thereof.
ATI and Ladish caution you that you should not rely unduly on these forward-looking
statements, which reflect their current beliefs and are based on information currently available.
Neither ATI nor Ladish undertakes any obligation to update or revise any forward-looking
statements as of any future date. Additional information concerning these statements and other
factors can be found in ATIs and Ladishs filings with the SEC, including the respective Annual
Reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other
documents ATI or Ladish have filed.