Parker Hannifin Corporation (NYSE: PH), the global leader in motion
and control technologies, today announced that it has reached an
agreement on the terms of a recommended cash acquisition of the
entire issued and to be issued ordinary share capital of Meggitt
(the “Acquisition”), a global leader in aerospace and defense
motion and control technologies.
The announcement has been issued jointly by Parker and Meggitt
plc through the UK’s Regulatory News Service (RNS) under Rule 2.7
of the UK Takeover Code. The Acquisition remains subject to
satisfaction of the conditions set out in the announcement,
including regulatory clearances and approval by Meggitt’s
shareholders. For the full announcement, a copy of this press
release and further information, please visit the dedicated
transaction microsite www.aerospacegrowth.com.
Meggitt, headquartered in Coventry, the UK, had annual revenue
of approximately $2.3 billion in 2020 and employs more than 9,000
team members serving customers around the world. Meggitt has
diverse aerospace and defense exposure with technology and products
on almost every major aircraft platform. Meggitt is listed on the
London Stock Exchange and is a constituent of the FTSE 250
index.
“The combination of Parker and Meggitt is an exciting
opportunity for both companies’ team members, customers,
shareholders and communities,” said Tom Williams, Chairman and
Chief Executive Officer. “We strongly believe Parker is the right
home for Meggitt. Together, we can better serve our customers
through innovation, accelerated R&D and a complementary
portfolio of aerospace and defense technologies.
“We are committed to being a responsible steward of Meggitt and
are pleased our acquisition has the full support of Meggitt’s
Board. We fully understand these responsibilities and are making a
number of strong commitments that reflect them. During our
longstanding presence in the UK we have built great respect for
Meggitt, its heritage, and its place in British industry. Our own
journey over more than 100 years has taught us the importance of a
strong culture and reputation.”NOTICE OF CONFERENCE
CALL: Parker’s investor conference call and slide
presentation on the recommended offer are available to all
interested parties via live webcast today at 8:30 a.m. ET / 1:30
p.m. BST, at www.aerospacegrowth.com. A replay of the webcast will
be available on the site approximately one hour after the
completion of the call and will remain available for an extended
period.
About ParkerParker Hannifin is a Fortune 250
global leader in motion and control technologies. For more than a
century the company has been enabling engineering breakthroughs
that lead to a better tomorrow. Parker has increased its annual
dividend per share paid to shareholders for 65 consecutive fiscal
years, among the top five longest-running dividend-increase records
in the S&P 500 index. Learn more at www.parker.com or
@parkerhannifin.
Further information
This press release is not for release, publication or
distribution, in whole or in part, in or into any jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction.
This press release is not intended to and does not constitute,
or form part of, an offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the proposed
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Meggitt in any jurisdiction in
contravention of applicable law.
Forward Looking Statements
Forward-looking statements contained 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. Often but not always, these
statements may be identified from the use of forward-looking
terminology such as “anticipates,” “believes,” “may,” “should,”
“could,” “potential,” “continues,” “plans,” “forecasts,”
“estimates,” “projects,” “predicts,” “would,” “intends,” “expects,”
“targets,” “is likely,” “will,” or the negative of these terms and
similar expressions, and include all statements regarding future
performance, earnings projections, events or developments.
Neither Parker nor any of its respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this press release will actually
occur. Parker cautions readers not to place undue reliance on these
statements. It is possible that the future performance and earnings
projections of the company, including its individual segments, may
differ materially from past performance or current expectations,
depending on economic conditions within its mobile, industrial and
aerospace markets, and the company's ability to maintain and
achieve anticipated benefits associated with announced realignment
activities, strategic initiatives to improve operating margins,
actions taken to combat the effects of the current economic
environment, and growth, innovation and global diversification
initiatives. Additionally, the actual impact of changes in tax laws
in the United States and foreign jurisdictions and any judicial or
regulatory interpretation thereof on future performance and
earnings projections may impact the company’s tax calculations. A
change in the economic conditions in individual markets may have a
particularly volatile effect on segment performance.
The risks and uncertainties in connection with such
forward-looking statements related to the Acquisition include, but
are not limited to, the occurrence of any event, change or other
circumstances that could delay the closing of the Acquisition; the
possibility of non-consummation of the Acquisition; the failure to
satisfy any of the conditions to the Acquisition (including the
satisfaction of the conditions detailed in the Rule 2.7
announcement); the possibility that a governmental entity may
prohibit the consummation of the Acquisition or may delay or refuse
to grant a necessary regulatory approval in connection with the
Acquisition, or that in order for the parties to obtain any such
regulatory approvals, conditions are imposed that adversely affect
the anticipated benefits from the Acquisition or cause the parties
to abandon the Acquisition; adverse effects on Parker’s common
stock because of the failure to complete the Acquisition; Parker’s
business experiencing disruptions due to Acquisition-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, business partners or governmental
entities; the possibility that the expected synergies and value
creation from the Acquisition will not be realized or will not be
realized within the expected time period; the parties being unable
to successfully implement integration strategies; and significant
transaction costs related to the Acquisition. Readers should
consider these forward-looking statements in light of risk factors
discussed in Parker’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2020 and other periodic filings made with the
Securities and Exchange Commission.
Among other factors which may affect future performance are: the
impact of the global outbreak of COVID-19 and governmental and
other actions taken in response; changes in business relationships
with and purchases by or from major customers, suppliers or
distributors, including delays or cancellations in shipments;
disputes regarding contract terms or significant changes in
financial condition, changes in contract cost and revenue estimates
for new development programs and changes in product mix; ability to
identify acceptable strategic acquisition targets; uncertainties
surrounding timing, successful completion or integration of the
Acquisition and other acquisitions and similar transactions,
including the integration of LORD Corporation or Exotic Metals; the
ability to successfully divest businesses planned for divestiture
and realize the anticipated benefits of such divestitures; the
determination to undertake business realignment activities and the
expected costs thereof and, if undertaken, the ability to complete
such activities and realize the anticipated cost savings from such
activities; ability to implement successfully capital allocation
initiatives, including timing, price and execution of share
repurchases; availability, limitations or cost increases of raw
materials, component products and/or commodities that cannot be
recovered in product pricing; ability to manage costs related to
insurance and employee retirement and health care benefits; legal
and regulatory developments and changes; compliance costs
associated with environmental laws and regulations; potential labor
disruptions; threats associated with and efforts to combat
terrorism and cyber-security risks; uncertainties surrounding the
ultimate resolution of outstanding legal proceedings, including the
outcome of any appeals; global competitive market conditions,
including global reactions to U.S. trade policies, and resulting
effects on sales and pricing; and global economic factors,
including manufacturing activity, air travel trends, currency
exchange rates, difficulties entering new markets and general
economic conditions such as inflation, deflation, interest rates
and credit availability; local and global political and economic
conditions; inability to obtain, or meet conditions imposed for,
required governmental and regulatory approvals; changes in consumer
habits and preferences; foreign exchange rate fluctuations and
interest rate fluctuations (including those from any potential
credit rating decline); government actions and natural phenomena
such as floods, earthquakes, hurricanes and pandemics; and success
of business and operating initiatives. Other than in accordance
with its legal or regulatory obligations, Parker makes these
statements as of the date of this disclosure and expressly
disclaims any intention or obligation to update or revise them,
whether as a result of new information, future events or
otherwise.
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Contact: |
Media - |
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Aidan Gormley - Director,
Global Communications and Branding |
216-896-3258 |
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aidan.gormley@parker.com |
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Financial Analysts
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Robin J. Davenport, Vice
President, Corporate Finance |
216-896-2265 |
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rjdavenport@parker.com |
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