WOOD DALE, Ill., May 26, 2015 /PRNewswire/ -- AAR CORP.
(NYSE: AIR) announced today the preliminary results of its
"modified Dutch auction" tender offer to purchase shares of its
common stock for an aggregate cash purchase price of not more than
$135 million. The tender offer
expired at the end of the day, 12:00 midnight, New York City time, on May 22, 2015.
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer, a total of 4,240,088
shares of AAR CORP. common stock were properly tendered and not
properly withdrawn at or below the expected purchase price of
$31.90 per share, including 486,166
shares that were tendered through notice of guaranteed
delivery.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary share count by the depositary, AAR
CORP. expects to acquire 4,240,088 shares of its common stock at an
anticipated purchase price of $31.90
per share, for an aggregate cost of approximately $135 million, excluding fees and expenses
relating to the tender offer. As slightly more than $135 million of shares were tendered at or below
the anticipated price of $31.90 per
share, AAR CORP. intends to exercise its right to accept an
additional $258,794 of shares. As
such, no proration is required and all shares validly tendered and
not properly withdrawn at or below $31.90 will be accepted for purchase. The
4,240,088 shares expected to be purchased in the tender offer
represent approximately 10.7% of AAR CORP.'s currently issued and
outstanding shares of common stock.
The number of shares to be purchased and the price per share are
preliminary, subject to verification by the depositary and subject
to change. The preliminary information is based on the assumption
that all shares tendered through notice of guaranteed delivery will
be delivered within the three business day settlement period. The
actual number of shares to be purchased and the final price per
share will be announced following expiration of the guaranteed
delivery period and completion of the confirmation process. Payment
for the shares accepted for purchase, and the return of all other
shares tendered and not purchased, will occur promptly thereafter.
Payment for shares will be made in cash, less any applicable
withholding taxes and without interest.
Wells Fargo Securities, LLC acted as dealer manager for the
tender offer. Stockholders who have questions or would like
additional information about the tender offer may contact the
information agent for the tender offer, D.F. King & Co., Inc. at: (866) 387-0770
(toll-free), or in writing at: 48 Wall Street 22nd
Floor, New York, NY 10005.
About AAR
AAR is a global aerospace and defense
company that employs more than 5,000 people in over 20 countries.
Based in Wood Dale, Illinois, AAR
supports commercial, government and defense customers through two
operating segments: Aviation Services and Expeditionary Services.
AAR's Aviation Services include inventory management; parts supply;
OEM parts distribution; aircraft maintenance, repair and overhaul;
and component repair. AAR's Expeditionary Services include airlift
operations; mobility systems; and command and control centers in
support of military and humanitarian missions. More information can
be found at www.aarcorp.com.
Forward-Looking Statements
|
This press release
contains certain statements relating to future results, which are
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements are based on beliefs of Company
management, as well as assumptions and estimates based on
information currently available to the Company, and are subject to
certain risks and uncertainties that could cause actual results to
differ materially from historical results or those anticipated,
including those factors discussed under Item 1A, entitled "Risk
Factors", included in the Company's Form 10-K for the fiscal year
ended May 31, 2014. Should one or more of these risks or
uncertainties materialize adversely, or should underlying
assumptions or estimates prove incorrect, actual results may vary
materially from those described. These events and
uncertainties are difficult or impossible to predict accurately and
many are beyond the Company's control. The Company assumes no
obligation to update any forward-looking statements to reflect
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events. For
additional information, see the comments included in AAR's filings
with the Securities and Exchange Commission.
|
Logo - http://photos.prnewswire.com/prnh/20150319/183226LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/aar-corp-reports-preliminary-results-of-modified-dutch-auction-tender-offer-300088414.html
SOURCE AAR CORP.