On January 10, 2018, Crane Co. completed the acquisition of Crane & Co., Inc. (“Crane Currency”), a supplier of banknotes and highly-engineered banknote security features, to an Agreement and Plan of Merger (the “Merger Agreement”) among Crane Co.; Crane Currency, a Massachusetts corporation; FC Development Corp., a Massachusetts corporation and a wholly owned transitory subsidiary of Crane Co.; and Shareholder Representative Services LLC, a Colorado limited liability company as representative of the equityholders of Crane Currency. The base purchase price of the acquisition was $800 million on a cash-free, debt-free basis, subject to a later adjustment reflecting Crane Currency’s net working capital, cash, the assumption by Crane Co. of certain debt-like items, and Crane Currency’s transaction expenses.

At the closing, the transitory subsidiary of Crane Co. merged with and into Crane Currency, with Crane Currency surviving as a wholly owned subsidiary of Crane Co.

The transaction was partially financed by Wells Fargo Bank, National Association to a commitment letter (the “Commitment Letter”) with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, as well as the Commitment Letter, does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement and the Commitment Letter, which are incorporated herein by reference. Copies of the Merger Agreement and the Commitment Letter were filed as Exhibit 2.1 and Exhibit 99.1, respectively, to a Form 8-K filed by Crane Co. on December 5, 2017.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

CRANE CO /DE/ Exhibit
EX-99.1 2 exhibit991-pressreleasex11.htm EXHIBIT 99.1 Exhibit    Exhibit 99.1      Crane Co.  News         Contact:    Jason D. Feldman    Director,…
To view the full exhibit click here

About CRANE CO. (NYSE:CR)

Crane Co. is a diversified manufacturer of engineered industrial products. The Company operates in four segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics, and Engineered Materials. The Fluid Handling segment is a provider of engineered fluid handling equipment, including Process Valves and Related Products, Commercial Valves and Other Products. The Payment & Merchandising Technologies segment includes Crane Payment Innovations (CPI) and Merchandising Systems. The Aerospace & Electronics segment supplies various components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace and military aerospace, and defense markets. The Engineered Materials segment manufactures fiberglass-reinforced plastic (FRP) panels and coils, primarily for use in the manufacturing of recreational vehicles (RVs), truck bodies, truck trailers, with additional applications in commercial and industrial buildings.