Carpenter Completes Talley Industries Acquisition.READING, Pa.--(BUSINESS WIRE)--Feb. 19, 1998--Shareholders of Talley Industries (NYSE NYSE See: New York Stock Exchange :TAL) Thursday approved the merger of the diversified manufacturer with a subsidiary of Carpenter Technology Corporation Carpenter Technology Corporation (NYSE:CRS) is a leading manufacturer and distributor of specialty alloys, including stainless steel and titanium, and various engineered products made from metallic and ceramic materials. (NYSE:CRS CRS Course CRS Certified Residential Specialist (real estate certification) CRS Central Reservation System CRS Can't Remember Stuff (polite form) CRS Cost Reduction Strategy CRS Consumer Relations Specialist ), giving Carpenter 100 percent ownership of the Phoenix-based company. Before today's special shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. in Philadelphia, Carpenter owned approximately 75 percent of the outstanding shares of Talley. The shares were purchased in a tender offer concluded in December 1997. As a result of the merger effected today, the remaining Talley shares have been converted into cash amounts payable to the Talley shareholders. The cash amounts are equivalent to the tender offer prices of $12 per share of common stock, $11.70 per share of Series A convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". and $16 per share of Series B $1 cumulative convertible preferred stock. The aggregate value of the total transaction is approximately $312 million, including the assumption of Talley indebtedness. Trading in Talley shares on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. will be suspended at the close of the market today. Carpenter sought to acquire Talley because of its metals manufacturing and distribution businesses. Carpenter is in the process of divesting the eight other Talley businesses that manufacture specialized industrial, commercial and aerospace products such as air bag devices, flight recorders and brass buttons. Carpenter manufactures and distributes stainless steel stainless steel: see steel. stainless steel Any of a family of alloy steels usually containing 10–30% chromium. The presence of chromium, together with low carbon content, gives remarkable resistance to corrosion and heat. , titanium and other specialty alloys, and various engineered products. With Talley, Carpenter has completed 11 acquisitions in the past five years, as a way to diversify into various engineered materials, expand its business outside the United States, and add metals manufacturing capacity and distribution outlets. CONTACT: Carpenter Technology Corp. Robert J. Dickson, treasurer, 610/208-2165 |
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