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Parker Hannifin Corporation Extends Its Cash Offer for
Denison International plc
CLEVELAND, Jan. 22 -- Parker Hannifin Corporation
(NYSE: PH) announced today that it has extended the initial
offer period of
its tender offer to purchase all of the outstanding shares of
Denison
International plc (Nasdaq: DENHY) for $24.00 per share in cash
without
interest. The offer, unless further extended or terminated, is
extended until
8:00 a.m., New York City time, on Thursday, February 5, 2004,
and includes all of the outstanding A Ordinary Shares (8.00
pounds Sterling par value per share); as well as all of the
Ordinary Shares ($0.01 par value per share), including those
Ordinary Shares represented by American Depositary Shares,
outstanding at any time during the offer.
Parker is extending the offer because all of the conditions to
the offer,
including obtaining required foreign regulatory approvals,
were not satisfied
or waived before the expiration of the initial offer period,
which was
scheduled to expire at 8:00 a.m., New York City time, on
Thursday, January 22, 2004.
While Parker expects to obtain these regulatory approvals, the
approval
process in some jurisdictions may take more than 30 days. If
all of the
conditions to the offer, including obtaining required foreign
regulatory
approvals, are not satisfied or waived on or before the new
expiration date,
Parker expects to extend the offer for additional ten business
day periods as necessary until such conditions are satisfied.
As a consequence of the extension of the initial offer period,
holders of
Denison shares may tender or withdraw their shares until 8:00
a.m., New York City time, on Thursday, February 5, 2004 unless
the offer is further extended or earlier terminated. If the
offer is further extended, Parker will issue a press release
no later than 9:00 a.m., New York City time, on the business
day after the day on which the offer was previously scheduled
to expire.
Denison shareholders holding approximately 47% of the
outstanding Ordinary Shares, including those Ordinary Shares
represented by American Depositary Shares, on a fully diluted
basis and approximately 99% of the outstanding A Ordinary
Shares on a fully diluted basis have entered into tender
agreements with Parker to tender their shares.
As of 5:00 p.m., New York City time, on January 21, 2004,
approximately
89% of the total number of Denison's outstanding A Ordinary
Shares on a fully diluted basis and approximately 87% of the
total number of Denison's
outstanding Ordinary Shares, including those Ordinary Shares
represented by American Depositary Shares, on a fully diluted
basis had been validly tendered and not withdrawn. These
include 6,248 A Ordinary Shares and 9,152,089 Ordinary Shares,
including those Ordinary Shares represented by American
Depositary Shares. Of the 9,152,089 Ordinary Shares, 213,318
Ordinary Shares (including those Ordinary Shares represented
by American Depositary Shares) were tendered pursuant to
guaranteed delivery procedures.
With annual sales exceeding $6 billion, Parker Hannifin is the
world's
leading diversified manufacturer of motion and control
technologies and
systems, providing precision-engineered solutions for a wide
variety of
commercial, mobile, industrial and aerospace markets. The
company employs more than 46,000 people in 44 countries around
the world. For more information, visit the company's web site
at http://www.parker.com ,
or its investor information site at
http://www.phstock.com
Forward-Looking Statements:
Parker Hannifin:
Forward-looking statements contained in this and other written
and oral
reports are made based on known events and circumstances at
the time of
release, and as such, are subject in the future to unforeseen
uncertainties
and risks, including the ability to successfully consummate
the announced
transaction. All statements regarding future performance,
earnings
projections, events or developments, including expectations
relating to the
receipt of required foreign regulatory approvals and the
timing thereof, are
forward-looking statements. It is possible that the future
performance of
Parker may differ materially from current expectations
depending on economic conditions within its industrial
markets, and Parker's ability to achieve anticipated benefits
associated with announced realignment activities, strategic
initiatives to improve operating margins, and growth
initiatives.
A change in economic conditions in individual markets may
have a particularly volatile effect on segment results. Among
the other factors which may affect future performance are:
changes in business relationships with and purchases by or
from major customers or suppliers, including delays or
cancellations in shipments; uncertainties surrounding timing,
successful completion or integration of acquisitions; threats
associated with and efforts to combat terrorism; competitive
market conditions and resulting effects on sales and pricing;
increases in raw-material costs that cannot be recovered in
product pricing; and global economic factors, including
currency exchange rates, difficulties entering new markets and
general economic conditions such as interest rates. It is also
possible that the actions of foreign regulatory authorities
may materially affect Parker's expectations regarding the
receipt of the required foreign regulatory approvals and the
timing thereof. Parker makes these statements as of the date
of this disclosure, and undertakes no obligation to update
them.
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