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Parker Signs Agreement to Divest Aircraft Wheel and Brake Division to Kaman

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Parker-Hannifin Corporation
Parker-Hannifin Corporation

CLEVELAND, May 23, 2022 (GLOBE NEWSWIRE) -- Parker-Hannifin Corporation (NYSE: PH, “Parker”), the global leader in motion and control technologies, today announced that it has signed an agreement to divest its Aircraft Wheel and Brake Division, located in Avon, Ohio, in the United States, to Kaman Corporation (NYSE: KAMN).  Kaman, headquartered in Bloomfield, Connecticut, is a leading manufacturer of components and materials for aerospace and defense, industrial and medical markets.

As previously announced, the European Commission cleared Parker’s acquisition of Meggitt PLC (“Meggitt”), conditional on full compliance with the commitments offered by Parker, including the divestment of Parker’s Aircraft Wheel and Brake Division.

Parker’s Aircraft Wheel and Brake Division is a leading manufacturer of aircraft wheel and brake systems and related hydraulic products for general aviation, business aviation, rotorcraft, and military aircraft markets with annual sales of approximately $70 million.

“We are pleased to have finalized an agreement with Kaman who is a strategic buyer for the Aircraft Wheel & Brake Division,” said Roger Sherrard, Vice President and President of Parker's Aerospace Group. “This is a great business with strong foundations for growth, an outstanding team and a clear strategy for future success.”

Closing of this divestiture is subject to regulatory approvals, while Parker’s pending acquisition of Meggitt remains subject to approval of this divestiture by the European Commission and ongoing review by other governments and regulatory authorities, including the U.K. Secretary of State for Business, Energy & Industrial Strategy and the U.S. Department of Justice.

The Meggitt acquisition remains subject to satisfaction or, where applicable, waiver of the Conditions set out in the Scheme Document, including further regulatory clearances and the sanction of the scheme of arrangement by the Court pursuant to the Companies Act. Parker continues to expect the Meggitt acquisition to close in Q3 2022. For further information, please visit the dedicated transaction microsite www.aerospacegrowth.com.

About Parker
Parker 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 66 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.

Advisors
Citigroup acted as financial advisor for Parker and Jones Day, and Freshfields Bruckhaus and Deringer, acted as legal advisors in this transaction.

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,” “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 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.

The risks and uncertainties in connection with such forward-looking statements related to the proposed acquisition of Meggitt include, but are not limited to, the occurrence of any event, change or other circumstances that could delay or prevent the closing of the proposed acquisition, including the failure to satisfy any of the conditions to the proposed acquisition; the possibility that in order for the parties to obtain regulatory approvals, conditions are imposed that prevent or otherwise adversely affect the anticipated benefits from the proposed acquisition or cause the parties to abandon the proposed acquisition; adverse effects on Parker’s common stock because of the failure to complete the proposed 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 proposed acquisition will not be realized or will not be realized within the expected time period, due to unsuccessful implementation strategies or otherwise; and significant transaction costs related to the proposed acquisition.

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 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 business and operating initiatives, including the timing, price and execution of share repurchases and other capital initiatives; availability, cost increases of or other limitations on our access to raw materials, component products and/or commodities if associated costs 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 supply chain and labor disruptions, including as a result of labor shortages; threats associated with international conflicts and efforts to combat terrorism and cyber security risks; uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; local and global political and 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 (including fluctuations associated with any potential credit rating decline) and credit availability; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; changes in consumer habits and preferences; government actions, including the impact of changes in the tax laws in the United States and foreign jurisdictions and any judicial or regulatory interpretation thereof; and large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics. 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, 2021 and other periodic filings made with the SEC.

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CONTACT: Contact: Media - Aidan Gormley - Director, Global Communications and Branding 216-896-3258 aidan.gormley@parker.com Financial Analysts - Robin J. Davenport, Vice President, Corporate Finance 216-896-2265 rjdavenport@parker.com