Titanium Metals Corporation (“TIMET”) (NYSE: TIE) today announced that it has filed a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission in response to the previously announced all cash tender offer by Precision Castparts Corp. (“PCC”) (NYSE: PCP) for all of the outstanding common stock of TIMET for $16.50 per share in cash. The TIMET Board of Directors, based on the recommendation of a special committee of the Board consisting of independent directors, has recommended that stockholders accept the offer, which represents a premium of 36% over the 30-day average of TIMET shares and a 44% premium to the closing price of TIMET common stock on November 8, 2012. The Schedule 14D-9 Solicitation/Recommendation Statement explains in detail the factors considered by the Board of Directors and the special committee in reaching its recommendation.
The Company has previously announced that stockholders of record as of the close of business on December 7, 2012 would be entitled to the quarterly dividend of $0.075 per share of TIMET common stock, payable on December 19, 2012. The tender offer will have no effect on the payment of the dividend, and stockholders of record as of December 7, 2012 will receive the dividend, even if they tender their shares before the December 7, 2012 record date.
Important Additional Information Has Been Filed with the SEC
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of TIMET. PCC has filed with the U.S. Securities and Exchange Commission (the “SEC”) and will mail to TIMET’s stockholders a Tender Offer Statement on Schedule TO and TIMET has filed with the SEC and will mail to its stockholders a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the transaction. THESE CONTAIN IMPORTANT INFORMATION ABOUT PCC, TIMET, THE TRANSACTION AND OTHER RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ EACH OF THESE DOCUMENTS CAREFULLY.