CIRCOR International Enters into Amended Definitive Merger Agreement with KKR at $56.00 Per Share in Cash

CIRCOR International, Inc. (“CIRCOR” or the “Company”) (NYSE: CIR) today announced that it has amended its definitive merger agreement (the “Amended Agreement”) with affiliates of investment funds managed by KKR (such affiliates are referred to herein as “KKR”) to acquire the Company for $56.00 per share in cash, an increase of 9.8% over KKR’s bid of $51.00 per share on June 26, 2023, and a 76.8% premium to the Company’s unaffected stock price on June 2, 2023. KKR will provide a full equity backstop for the consummation of the merger.

Under the terms of the Amended Agreement, in addition to receiving $56.00 per share, CIRCOR stockholders will, subject to certain conditions, receive additional cash consideration from KKR if the transaction has not closed by October 31, 2023. The maximum aggregate amount of the “ticking fee” would be $1 per share, with the actual amount accruing on a prorated daily basis between November 1, 2023 and December 31, 2023, subject to adjustment if the filing of the CIRCOR proxy statement, prepared in connection with the merger, is delayed.

CIRCOR’s Board of Directors (the “Board”) received the Amended Agreement from KKR on June 29, 2023, following receipt of an unsolicited, binding acquisition proposal from Arcline Investment Management LP (“Arcline”) to acquire CIRCOR for $57.00 in cash. Consistent with its fiduciary responsibilities, the Board, in consultation with its outside legal and financial advisors, carefully reviewed the unsolicited proposal and the further amended proposal from KKR.

The CIRCOR Board unanimously concluded that the difference in price contemplated by the Arcline proposal is more than offset by the increased deal certainty associated with KKR’s Amended Agreement. KKR’s Amended Agreement also offers greater financing certainty and a clearer and faster path to receiving anticipated antitrust approvals. In the Board’s view, the time value of money considerations, along with KKR’s ticking fee, more than sufficiently addresses the $1 difference in the price per share.

The Company expects to file preliminary proxy materials with the U.S. Securities and Exchange Commission next week, which will provide further detail regarding the Board’s decision, its strategic progress, and additional information related to the Amended Agreement.

“The Board unanimously believes that KKR’s revised and enhanced proposal is in the best interests of our stockholders, provides certainty of closing on an expedited timetable, and significantly benefits our employees, customers and other stakeholders around the world,” said CIRCOR Board Chair Helmuth Ludwig. “Throughout this process, we have focused singularly on unlocking the incremental value of this outstanding global organization. With the additional value, anticipated timely closing and a clear and direct regulatory path, the KKR agreement achieves that commitment.”