Arcline Fully Stands Behind Its Superior Proposal to Acquire Circor International, Inc.

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Jun 29, 2023, 06:00 ET

Arcline Proposal Has Low Execution Risk and Substantially Greater Value for Shareholders

NEW YORK, June 29, 2023 /PRNewswire/ -- Arcline Investment Management LP ("Arcline"), a growth-oriented private equity firm, yesterday announced a binding proposal to acquire 100% of the shares of CIRCOR International, Inc. (NYSE: CIR) ("CIRCOR") for $57.00 per share.

Arcline fully expects to receive the regulatory approvals needed to close its potential acquisition of CIRCOR. Any potential overlap with portfolio companies of Arcline represents a negligible portion of CIRCOR's business, which operates in a highly competitive and fragmented sector.

In addition, Arcline's proposal is not contingent on obtaining financing. Consequently, Arcline's offer presents no meaningful execution risk to CIRCOR's shareholders.

About Arcline Investment Management

Arcline was established in September 2018 and has $8.9 billion of cumulative capital commitments. Arcline seeks to invest in technology driven, meaningful to the world industrial businesses that enable a better future. For more information visit www.arcline.com.

Additional Information and Where to Find It

This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. This document relates to a proposal which Arcline Investment Management LP, a Delaware limited partnership (together with its affiliates, "Arcline"), has made for a business combination transaction with CIRCOR International, Inc. ("CIRCOR"). In furtherance of this proposal and subject to future developments, Arcline, (and, if a negotiated transaction is agreed, CIRCOR) intends to file relevant materials with the U.S. Securities and Exchange Commission ("SEC"), including, if required, a proxy statement on Schedule 14A (the "Proxy Statement"). IF SUCH A TRANSACTION WERE TO OCCUR, ARCLINE STRONGLY ADVISES ALL SHAREHOLDERS OF CIRCOR TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive Proxy Statement will be delivered to the shareholders of CIRCOR. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by CIRCOR or Arcline through the website maintained by the SEC at http://www.sec.gov.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the timing, scope, terms, conditions and completion of a potential Arcline transaction to acquire CIRCOR, the anticipated benefits of the potential transaction and other statements that do not relate solely to historical or current facts, such as statements regarding Arcline's expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target," or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in applicable laws or regulations; negotiations (or lack thereof) regarding the potential transaction with CIRCOR; and the outcome of any known or unknown litigation and regulatory proceedings. These forward-looking statements speak only as of the date the statements were made. Arcline does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Participants in the Solicitation

Arcline Investment Management LP, a Delaware limited partnership, Arcline Capital Partners III LP, a Delaware limited partnership, Arcline Capital Partners III-A LP, a Delaware limited partnership and Arcline Capital Partners III Executive LP, a Delaware limited partnership, and together with their other affiliates, and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CIRCOR common stock in respect of the proposed transaction. To the knowledge of Arcline, none of its directors or executive officers has any discretionary interest, direct or indirect, by security holdings or otherwise, in CIRCOR. Additional 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 and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.

Contact Information:
[email protected]
www.arcline.com

Contact (For Press Inquiries Only):

Joele Frank, Wilkinson Brimmer Katcher
[email protected]
(212) 355–4449

SOURCE Arcline Investment Management