Sat, Aug 30, 2014, 11:59 PM EDT - U.S. Markets closed

Recent

% | $
Quotes you view appear here for quick access.

Titanium Metals Corporation Message Board

  • viseslinger viseslinger Nov 11, 2012 6:38 PM Flag

    mazzola -- done deal -- 8K is out with a $150M break up clause

    Item 1.01. Entry into a Material Definitive Agreement.

    Merger Agreement

    On November 9, 2012, Titanium Metals Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Precision Castparts Corp. (“PCC”), and ELIT Acquisition Sub Corp., a wholly-owned subsidiary of PCC (“Merger Sub”), for the acquisition of the Company by PCC. Pursuant to the terms of the Merger Agreement, PCC (through Merger Sub) has agreed to acquire all of the common stock of the Company for $16.50 per share in cash. The total equity value of the transaction is approximately $2.9 billion.

    Under the terms of the Merger Agreement, PCC will commence by November 20, 2012 an all-cash tender offer (the “Offer”) to acquire 100% of the outstanding common stock of the Company for $16.50 per share, net to the tendering holder in cash. Following the consummation of the Offer, PCC will acquire any Company shares that are not purchased in the tender offer in a second-step merger in which Merger Sub will merge with and into the Company and the Company will become a wholly-owned subsidiary of PCC (the “Merger”). In the Merger, the remaining stockholders of the Company will be entitled to receive $16.50 per share of common stock.

    The merger agreement includes a "go shop" provision whereby the special committee of the Company board of directors, with the assistance of its independent advisors, will actively solicit superior acquisition proposals from third parties for 45 days following the signing of the merger agreement. The Company does not intend to disclose developments with respect to this solicitation process unless and until the special committee has made a decision with respect to the alternative proposals, if any, it receives. No assurances can be given that the solicitation of superior proposals will result in an alternative transaction.

    SortNewest  |  Oldest  |  Most Replied Expand all replies
    • This is nothing, a first initial step and it is not binding. (It is equivalent to you agreeing to buy a car from your neighbor, but you have not paid any deposit [no termination fee] and have not signed any paperwork. Tomorrow when you are sober or after telling your wife, you might change your mind)

      What is the expiration date of this agreement?

      What is the termination fee (where is your fantasy $150M break up clause)?

      • 1 Reply to getshorties44
      • read the 8K

        The Merger Agreement includes customary representations, warranties and covenants of the Company, PCC and Merger Sub. The Company has agreed to covenants relating to the Company’s conduct of its business between the date of the Merger Agreement and the closing of the second-step merger, restrictions on solicitations of proposals with respect to alternative transactions to acquire the Company, and certain restrictions on the Company’s ability to respond to any such proposals, and other matters. The Merger Agreement also includes customary termination provisions for both the Company and PCC and provides that, upon the termination of the Merger Agreement under specified circumstances, the Company will be required to pay PCC a termination fee of $45.5 million during the go-shop period and $101 million thereafter.

    • "The merger agreement includes a "go shop" provision whereby the special committee of the Company board of directors, with the assistance of its independent advisors, will actively solicit superior acquisition proposals from third parties for 45 days following the signing of the merger agreement."

      NOT A DONE DEAL !

      See "Go shop" clause above. There's a ton of cash sitting around out there that might come in and bump the bid. Not much time though, as it is obvious that HS wants the cap. gain in 2012, not 2013.

      Sentiment: Hold

 

Trending Tickers

i
Trending Tickers features significant U.S. stocks showing the most dramatic increase in user interest in Yahoo Finance in the previous hour over historic norms. The list is limited to those equities which trade at least 100,000 shares on an average day and have a market cap of more than $300 million.
Burger King Worldwide, Inc.
NYSEFri, Aug 29, 2014 4:02 PM EDT
Avago Technologies Limited
NasdaqGSFri, Aug 29, 2014 4:00 PM EDT