Circor enters into amended merger agreement with KKR at $56 per share

CIRCOR “announced that it has amended its definitive merger agreement with affiliates of investment funds managed by KKR to acquire the Company for $56.00 per share in cash, an increase of 9.8% over KKR’s bid of $51.00 per share on June 26, 2023, and a 76.8% premium to the Company’s unaffected stock price on June 2, 2023. KKR will provide a full equity backstop for the consummation of the merger. Under the terms of the Amended Agreement, in addition to receiving $56.00 per share, CIRCOR stockholders will, subject to certain conditions, receive additional cash consideration from KKR if the transaction has not closed by October 31, 2023. The maximum aggregate amount of the “ticking fee” would be $1 per share, with the actual amount accruing on a prorated daily basis between November 1, 2023 and December 31, 2023, subject to adjustment if the filing of the CIRCOR proxy statement, prepared in connection with the merger, is delayed. CIRCOR’s Board of Directors received the Amended Agreement from KKR on June 29, 2023, following receipt of an unsolicited, binding acquisition proposal from Arcline Investment Management LP to acquire CIRCOR for $57.00 in cash. Consistent with its fiduciary responsibilities, the Board, in consultation with its outside legal and financial advisors, carefully reviewed the unsolicited proposal and the further amended proposal from KKR.”