Parker Hannifin Corporation Receives Required Regulatory Clearance Related to Its Cash Offer for Denison International plc
February 10 2004 - 9:29AM
PR Newswire (US)
Parker Hannifin Corporation Receives Required Regulatory Clearance
Related to Its Cash Offer for Denison International plc CLEVELAND,
Feb. 10 /PRNewswire-FirstCall/ -- Parker Hannifin Corporation
announced today that on February 9, 2004, it received clearance
under Chapter 5 of the Austrian Cartel Act of 1988 from the
Austrian Cartel Court with respect to Parker's tender offer to
purchase all of the outstanding A Ordinary Shares, 8.00 pounds
Sterling par value per share, as well as all of the Ordinary
Shares, $0.01 par value per share, including those Ordinary Shares
represented by American Depositary Shares, outstanding at any time
during the offer, of Denison International plc for $24.00 per share
in cash without interest. Consequently, Parker has obtained all of
the required regulatory approvals with respect to the offer and
expects to close the tender offer on the expiration date. (Logo:
http://www.newscom.com/cgi-bin/prnh/19990816/PHLOGO ) The offer,
unless extended or terminated, is scheduled to expire at 8:00 a.m.,
New York City time, on Thursday, February 12, 2004. Holders of
Denison shares may tender or withdraw their shares until 8:00 a.m.,
New York City time, on Thursday, February 12, 2004, unless the
offer is extended or earlier terminated. If the offer is extended,
Parker will issue a news release no later than 9:00 a.m., New York
City time, on the business day after the day on which the offer was
previously scheduled to expire. As of 4:00 p.m., New York City
time, onFebruary 9, 2004, approximately 6,639 A Ordinary Shares and
approximately 9,359,791 Ordinary Shares, including those Ordinary
Shares represented by American Depositary Shares, were validly
tendered and not withdrawn. Of the 9,359,791 Ordinary Shares
tendered in the offer, 2,000 Ordinary Shares (including those
Ordinary Shares represented by American Depositary Shares) were
tendered pursuant to guaranteed delivery procedures. These total
amounts represent approximately 95% of Denison's outstanding A
Ordinary Shares on a fully diluted basis and approximately 89% of
Denison's Ordinary Shares, including those Ordinary Shares
represented by American Depositary Shares, on a fully diluted
basis. As of February 9, 2004, 586,734 Ordinary Shares were subject
to the exercise of outstanding options. Assuming all of these
options were exercised and the underlying Ordinary Shares were
tendered into the offer as of 4:00 p.m., New York City time, on
February 9, 2004, the total number of Ordinary Shares, including
those Ordinary Shares represented by American Depositary Shares,
tendered into the offer would be 9,946,525, representing
approximately 94% of the Ordinary Shares, including those Ordinary
Shares represented by American Depositary Shares, on a fully
diluted basis. With annual sales exceeding $6 billion, Parker
Hannifin is the world's leading diversified manufacturer of motion
and control technologies and systems, providing
precision-engineered solutions for a wide variety of commercial,
mobile, industrial and aerospace markets. The company employs more
than 46,000 people in 44 countries around the world. Parker has
increased its annual dividends paid to shareholders for 47
consecutive years, among the top five longest-running
dividend-increase records in the S&P 500 index. For more
information, visit the company's web site at http://www.parker.com/
, or its investor information site at http://www.phstock.com/ .
Forward-Looking Statements: Parker Hannifin: Forward-looking
statementscontained in this and other written and oral reports are
made based on known events and circumstances at the time of
release, and as such, are subject in the future to unforeseen
uncertainties and risks, including the satisfaction of the minimum
tendercondition and the ability to consummate the tender offer on
the expiration date. All statements regarding future performance,
earnings projections, events or developments, including
expectations relating to the closing of the tender offer and the
timing thereof, are forward-looking statements. It is possible that
the future performance of Parker may differ materially from current
expectations depending on economic conditions within its industrial
markets, and Parker's ability to achieve anticipatedbenefits
associated with announced realignment activities, strategic
initiatives to improve operating margins, and growth initiatives. A
change in economic conditions in individual markets may have a
particularly volatile effect on segment results. Among the other
factors which may affect future performance are: changes in
business relationships with and purchases by or from major
customers or suppliers, including delays or cancellations in
shipments; uncertainties surrounding timing, successful completion
or integration of acquisitions; threats associated with and efforts
to combat terrorism; competitive market conditions and resulting
effects on sales and pricing; increases in raw-material costs that
cannot be recovered in product pricing; andglobal economic factors,
including currency exchange rates, difficulties entering new
markets and general economic conditions such as interest rates.
Parker makes these statements as of the date of this disclosure,
and undertakes no obligation to update them.
http://www.newscom.com/cgi-bin/prnh/19990816/PHLOGO
http://photoarchive.ap.org/ DATASOURCE: Parker Hannifin Corporation
CONTACT: Media, Lorrie Paul Crum, VP - Corp. Communications,
+1-216-896-2750, or After hours, +1-330-666-4196, or ,or Financial
Analysts, Pamela Huggins, VP & Treasurer, +1-216-896-2240, or ,
both of Parker Hannifin Corporation Web site:
http://www.phstock.com/
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