PORTLAND — December 12, 2008 — The
board of directors of Precision Castparts Corp.
(NYSE:PCP) has renewed its shareholder rights agreement.
The rights agreement, which was adopted in 1998,
is set to expire on December 16, 2008. The
agreement is intended to protect the Company and
its shareholders from potentially coercive takeover
practices or takeover bids that are inconsistent
with the interests of the Company and its shareholders.
The agreement is not intended to deter offers that
are fair and otherwise in the best interest of
the Company’s shareholders.
Under the renewed rights agreement, each holder of the
common stock of the Company as of 5:00 p.m. New York
time on December 16, 2008, will receive a dividend
of one right for each share of common stock held entitling
the holder to purchase from the Company one one-thousandth
of a share of Series A No Par Serial Preferred Stock. Initially,
the rights will be represented by the common stock
certificates of the Company and will not be exercisable
or traded separately from the common stock of the Company. In
the absence of further board action, the rights will
generally become exercisable if a person or group (i) acquires
15 percent or more of the outstanding common stock
of the Company, or (ii) announces or commences
a tender or exchange offer that would result in the
person or group acquiring 15 percent or more of the
outstanding common stock of the Company. Rights
held by those that exceed the 15 percent threshold
will be void.
In the event that any person or group acquires 15 percent
or more of the outstanding common stock of the Company,
and the rights are exercisable, each holder of a right
(other than holders of rights that have become void)
will have the right to receive upon exercise of the
right, in lieu of shares of preferred stock, a number
of shares of common stock of the Company having a market
value of two times the exercise price of the right.
If, after a person or group acquires 15 percent or more
of the outstanding common stock of the Company, and
while the rights are exercisable, (i) the Company
is acquired in a merger or other business combination
transaction in which the Company is not the surviving
corporation or in which shares of the common stock
are exchanged for stock or other securities or property,
or (ii) 50 percent or more of the Company’s
assets or earning power is sold or transferred, each
holder of a right (other than holders of rights that
have become void) shall thereafter have the right to
receive, upon exercise of the right, common stock of
the acquiring company having a value equal to two times
the purchase price of the right.
The rights agreement also includes an exchange option.
In general, after a person or group acquires 15 percent
or more of the outstanding common stock of the Company
and while the rights are exercisable, the board of
directors may, at its option, effect an exchange of
part or all of the rights (other than rights that have
become void) for shares of the common stock or preferred
stock of the Company. Under this option, the Company
would issue one share of common stock of the Company
for each right or one one-thousandth of a share of
preferred stock for each right, subject to adjustment
in certain circumstances.
The board of directors may, at its option, redeem all
outstanding rights for $0.001 per right at any time
prior to the later of the Stock Acquisition Date and
the Distribution Date (as these terms are defined in
the Rights Agreement). The rights will expire
on December 15, 2018, unless earlier redeemed, exchanged,
or amended by the board of directors.
The issuance of the rights is not a taxable event, will
not affect the reported financial condition or results
of operations (including earnings per share) of the
Company, and will not change the manner in which the
common stock of the Company is currently traded.
The stock ownership percentages referred to in the rights
agreement are based upon beneficial ownership (as defined
in the rights agreement), which includes, among other
things, certain derivative or synthetic arrangements
having characteristics of a long position in the common
stock of the Company. A copy of the rights agreement
will be filed by the Company with the Securities and
Exchange Commission. The definitive terms of the rights
agreement are set forth therein.
About Precision Castparts Corp.
Precision Castparts Corp. is a worldwide, diversified
manufacturer of complex metal components and products. It
serves the aerospace, power generation, automotive,
and general industrial and other markets. PCC
is the market leader in manufacturing large, complex
structural investment castings, airfoil castings, and
forged components used in jet aircraft engines and
industrial gas turbines. The Company is also
a leading producer of highly engineered, critical fasteners
for aerospace, automotive, and other markets and supplies
metal alloys and other materials to the casting and
forging industry.
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Information included within this press release describing
projected growth and future results and events constitutes
forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995. Actual
results in future periods may differ materially from
the forward-looking statements because of a number
of risks and uncertainties, including but not limited
to fluctuations in the aerospace, power generation,
automotive, and other general industrial cycles; the
relative success of the Company’s entry into
new markets; competitive pricing; the financial viability
of the Company’s significant customers; the impact
on the Company of customer labor disputes; the availability
and cost of materials, energy, supplies, insurance,
and pension benefits; equipment failures; relations
with the Company’s employees; the Company’s
ability to manage its operating costs and to integrate
acquired businesses in an effective manner; governmental
regulations and environmental matters; risks associated
with international operations and world economies;
the relative stability of certain foreign currencies;
and implementation of new technologies and process
improvement. Any forward-looking statements should
be considered in light of these factors. The
Company undertakes no obligation to publicly release
any forward-looking information to reflect anticipated
or unanticipated events or circumstances after the
date of this document.
Contact:
Dwight E. Weber
503-417-4855