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PCC Completes Timet Takeover; Merger Ahead

Dec. 30, 2012
New tender aims to collect 100% Timet now a PCC subsidiary "The potential for value creation is vast,” according to chairman

Precision Castparts Corp. completed a cash tender offer for all the outstanding common stock of Titanium Metals Corp., a manufacturer of primary titanium products (ingots, slabs, forging billets, and mill forms) as well as titanium sponge and mill products (sheet, strip, tubing, pipes, and fittings.)

Timet is listed now as a subsidiary of the Portland-based investment caster and forger. Timet will function as part of PCC’s Forged Products segment.

Combining with Timet is a move by PCC to enhance its position in the aerospace market. In addition to producing investment cast components and forged parts, several of PCC’s other recent acquisitions are involved producing machined components, aerostructures, investment castings, and forgings, as well as machining, testing, and heat treating services.

"Timet will provide us with the titanium capability that has always been a key missing piece of our overall product portfolio," stated PCC chairman and CEO Mark Donegan. "As our 2006 acquisition of Special Metals did for us with nickel alloys, acquiring Timet will enable us to streamline our supply chain and better manage our input costs in our core operations. As we continue to grow in the aerostructure market, this supply linkage will present even more of an opportunity.

The Timet organization has operations in Henderson, NV; Toronto, OH; Morgantown, PA; Vallejo, CA; Witton, England; Waunarlwydd, Wales; and Ugine, France. It has approximately 2,750 employees.

"The potential for value creation is vast,” according to Donegan. “We expect to generate significant synergies by putting our two companies together and leveraging our respective strengths,"

The $16.50/share tender was announced in early November, projected then at $2.9 billion. PCC created a new subsidiary, ELIT Acquisition Sub Corp., to conduct the purchase.

According to details supplied by PCC, the offer fetched 150,520,615 (86%) of the outstanding common shares of Timet.

PCC announced a subsequent offering period to acquire all remaining untendered Timet shares. That period will expire at 5:00 p.m., Eastern Standard Time on January 4, 2013, unless extended. Once that offer is completed, Precision Castparts indicated it intends formulate a merger of the two companies in order to gain 100% of Timet.

As a result of the just completed share purchase, PCC noted, it has the votes to approve the merger without an affirmative vote of any other Timet stockholder. In the merger, each share not previously purchased in the offer will be converted, subject to appraisal rights, into a right to receive the same $16.50/share price. Timet stockholders who do not tender their shares in the offer will not receive payment for their Shares until completion of the merger.