Carpenter Technology To Acquire Latrobe

Carpenter Technology Corporation (NYSE: CRS) and Latrobe Specialty Metals, Inc. today announced they have entered into a definitive merger agreement whereby Carpenter will acquire Latrobe in a transaction valued at approximately $558 million. In the transaction, 8.1 million shares of Carpenter stock, subject to certain adjustments for working capital and pension, representing a current equity value of approximately $388 million, will be issued to the current owners including Hicks Equity Partners and The Watermill Group. Carpenter will also pay $170 million in cash to eliminate Latrobe debt at closing and reimburse certain transaction costs.

Acquired by Hicks Equity Partners and The Watermill Group in December 2006, Latrobe manufactures and distributes high-performance materials for aerospace, defense, energy, and other significant applications with manufacturing operations in Pennsylvania, Ohio, Texas, and the United Kingdom and seven distribution centers located throughout the United States. Annual revenues and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) for the twelve months ending March 31, 2011 were $379 million and $58 million respectively.

“Our strategy is to grow through a combination of organic growth initiatives and acquisitions - with a focus on markets that value the technical sophistication of our products," said William A. Wulfsohn, President and Chief Executive Officer of Carpenter Technology. "The Latrobe acquisition will provide needed capacity to meet strong customer demand for our premium products, improves our position in attractive segments like aerospace and energy, provides capabilities that will help us commercialize important new product offerings, and offers us improved returns on new capability investments.

“We consider Latrobe an important extension of Carpenter’s capabilities and are very proud of our new partnership. By combining the two companies we will improve product mix, lower cost, and reduce required capital investments for future growth.

“We expect the acquisition to be accretive in year one, even including the one-time costs associated with the merger, and highly accretive in future years. Annual net synergies are anticipated to be in excess of $25 million. The combined entity should be a strong cash generator, with improved growth potential.