S&P 600 SmallCap
17.10.2007 20:01:00
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CLARCOR to Merge Its Facet Division with Perry Equipment Corporation to Create a $200 Million Oil & Gas, Fuel and Natural Resources Filtration Company
CLARCOR Inc. (NYSE: CLC) today announced that it has entered into
a definitive agreement to acquire Perry Equipment Corporation ("Peco”),
a privately-owned manufacturer of engineered filtration products and
technologies used in a wide array of industries, including oil and
natural gas, refining, power generation, petrochemical, food and
beverage, electronics, polymers and pulp and paper. The company sells
its products under a number of proprietary brands, including Gemini®
and PEACH®. Peco is based in Mineral
Wells, Texas with operations in Mexico, Canada, U.K., Italy, Romania,
Malaysia and China. Its results will be included as part of CLARCOR’s
Industrial/Environmental Filtration segment.
Norm Johnson, CLARCOR’s Chairman & CEO said: "We
are very excited about the opportunities that Peco brings to CLARCOR.
Our plan is to merge our Facet organization, which currently has
operations in the U.S. and throughout Europe, with Peco to create a
world leader in filtration, headquartered in Mineral Wells, in
filtration solutions for the growing oil and natural gas industries. We
also believe that combining Peco’s and Facet’s
capabilities and technologies and the resources at our Baldwin Filters
operation will position CLARCOR to also become a world leader in engine
fuel filtration.
"Peco has grown consistently under the
leadership of the Perry family since 1936. We believe the technologies
it has developed over the last several years, particularly in natural
gas filtration systems, and its talented and dedicated work force, will
enable CLARCOR to leverage our distribution and manufacturing reach. The
combination of Peco and Facet with the financial resources of CLARCOR
will enable us to bring substantial value to our customers and
shareholders.”
Laine Perry, Peco’s President and CEO said: "Peco
delivers turnkey solutions to its customers throughout the world. From
onshore gas processing pipelines to offshore exploration platforms, Peco
provides innovative products and services based on proprietary
technologies to some of the largest oil and gas companies in the world.
We believe the combination of Peco and CLARCOR brings together two
similar companies focused on delivering advanced filtration products and
solutions for the rapidly expanding oil and natural gas market.
"We believe the combination of our company
with CLARCOR’s Facet operation will bring
tremendous value to our customers, our employees and CLARCOR
shareholders. This combination brings together two companies with an
identical focus to supply the best filtration products and services to
natural resource companies throughout the world. We evaluated many
potential partners for Peco and in CLARCOR we believe we have found the
perfect one. Finally, I want to thank our advisors, and particularly our
lawyers at Greenberg Traurig, for helping us to make this transaction
happen.”
The acquisition is expected to close in the first fiscal quarter of
2008. The purchase price is approximately $161 million, with
approximately $90 million paid in cash and $71 million paid in CLARCOR
stock. For its fiscal year ended May 2007, Peco had sales of
approximately $102 million and operating profit of approximately $12.5
million. The transaction is expected to be approximately $0.01 to $0.02
accretive to CLARCOR’s fiscal 2008 earnings
with significantly greater accretion expected in future years as the
benefits from the merger of Peco and Facet are realized.
CLARCOR is based in Franklin, Tennessee, and is a diversified marketer
and manufacturer of mobile, industrial and environmental filtration
products and consumer and industrial packaging products sold in domestic
and international markets. Common shares of the Company are traded on
the New York Stock Exchange under the symbol CLC. Further information on
CLARCOR is available on the CLARCOR website at www.clarcor.com.
Perry Equipment Corporation is based in Mineral Wells, Texas and is a
manufacturer of filtration products and solutions. Further information
on the company and its products is available on the Peco website at www.perryequipment.com.
Forward-Looking Statements This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements made in this press release other than statements of
historical fact, are forward-looking statements. These statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements may
include, among other things: statements and assumptions relating to
future growth, financial performance measures related to Peco and the
Company, the estimated financial impact of the Peco transaction on the
Company’s earnings, as well as management's
short-term and long-term performance goals; statements regarding
anticipated order patterns from our customers or the anticipated
economic conditions of the industries and markets that we serve;
statements relating to the anticipated effects on results of operations
or financial condition from recent and expected developments or events;
statements relating to the Company's business and growth strategies; and
any other statements or assumptions that are not historical facts. The
Company believes that its expectations are based on reasonable
assumptions. However, these forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could
cause the Company's actual results, performance or achievements, or
industry results, to differ materially from the Company's expectations
of future results, performance or achievements expressed or implied by
these forward-looking statements. These risks include the failure to
complete the acquisition of Peco and the failure to realize the economic
and strategic benefits of the transaction. In addition, the
Company's past results of operations do not necessarily indicate its
future results. These and other uncertainties are discussed in the "Risk Factors''
section of the Company’s 2006 Form 10-K. The
future results of the Company may fluctuate as a result of these and
other risk factors detailed from time to time in the Company's filings
with the Securities and Exchange Commission. You should not place undue
reliance on any forward-looking statements. These statements speak only
as of the date of this press release. Except as otherwise required by
applicable laws, the Company undertakes no obligation to publicly update
or revise any forward-looking statements or the risk factors described
in this press release, whether as a result of new information, future
events, changed circumstances or any other reason after the date of this
press release.
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