Crane Co. (NYSE:CR), a diversified manufacturer of highly engineered industrial products, said the European Commission issued a press release earlier today in connection with Crane Co.’s pending acquisition of MEI Conlux Holdings (“MEI”). The Commission cleared the pending acquisition of MEI conditioned upon Crane Co.’s entry into agreements satisfactory to the Commission to implement remedies regarding two product lines – divestiture of the B2B bill recycler product line and licensing in Europe for the Currenza C 2 coin recycler product line, both manufactured and sold by Crane Co.’s Payment Solutions business (“CPS”), within its Merchandising Systems segment. The remedies would not affect the competing bill and coin recycler product lines of MEI. As previously announced, these remedies would affect less than 10 percent of the aggregate sales of the combined businesses. The time required to implement the required remedies would shift the anticipated closing of the acquisition into the fourth quarter of 2013.
Crane Co. also stated that the staff of the U.S. Federal Trade Commission has recommended clearance of the MEI acquisition, without conditions, and the FTC is expected to vote on that recommendation on Monday, July 22.
Crane Co. is currently in negotiations with Bain Capital and Advantage Partners, the representatives of the owners of MEI, concerning the economic effects of the remedies involving the two CPS product lines. As the aggregate sales of the two product lines exceed the $15 million threshold set forth in the Stock Purchase Agreement providing for the MEI acquisition, Crane Co. is entitled not to close absent reaching a mutually satisfactory agreement with the sellers. Crane Co. expects the ongoing negotiations to continue, but no assurance can be given that a mutually satisfactory adjustment to the transaction terms will be achieved.
This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.
These statements present management’s expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance.
Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties.
There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements.
Such factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and subsequent reports filed with the Securities and Exchange Commission.