Signal Technology Corporation has signed a definitive agreement to be acquired by Crane Co. Under the terms of the agreement, Crane Co. will commence an all-cash tender offer to acquire all of the outstanding shares of Signal Technology for $13.25 per share. The purchase price of $13.25 per common share represents a 17.6% premium over the closing price on April 15, 2003 and a 29.4% premium over the average closing price since the beginning of the year. The aggregate value of the transaction is approximately $153 million.
Signal Technology's board of directors has unanimously approved the agreement and has voted to recommend that the Company's stockholders accept the tender offer. Certain Signal Technology officers and directors and their family members and affiliated trusts have agreed to tender their shares into the offer. These individuals hold approximately 17% of Signal Technology's fully diluted outstanding shares.
The transaction is subject to certain closing conditions, including the tender of a majority of Signal Technology's fully diluted shares and the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If shares representing at least 90% of Signal Technology's outstanding common stock are received, the transaction is expected to close no later than mid-June. If a majority but less than 90% of the shares are tendered, a meeting of Signal Technology's stockholders would be required to approve a cash merger for the remaining shares of Signal Technology at the same price of $13.25 per share. In that case, the transaction is expected to be completed by mid-August. Following the transaction, Signal Technology will become a wholly owned subsidiary of Crane Co.
George Lombard, Signal Technology Chairman and Chief Executive Officer, said, "Our board of directors is unanimous in its view that this offer represents excellent value for Signal Technology and its stockholders. In addition, we believe that our defense electronics product roadmap and growing presence as systems integrators will position the Signal Technology employee team as key contributors to Crane Co.'s growth and profitability going forward."
