CLEVELAND, April 11, 2022 (GLOBE NEWSWIRE) — Parker Hannifin Corporation (NYSE: PH, “Parker”), the global leader in motion and control technologies, today confirms that the European Commission (“EC”) has cleared the acquisition of Meggitt PLC (“Meggitt”), conditional on full compliance with commitments offered by Parker, including the divestment of Parker’s Aircraft Wheel and Brake division, located in Avon, Ohio in the United States. Parker has begun the process of selling that business.
In addition, Parker announces that the Acquisition has been approved, without any conditions, by the following regulatory bodies:
- the Australian Foreign Investment Review Board;
- the Australian Competition and Consumer Commission;
- the Competition and Consumer Commission of Singapore;
- the Saudi Arabian General Authority for Competition;
- the Danish Business Authority;
- the German Federal Ministry for Economic Affairs and Energy;
- the Presidency of the Italian Council of Ministries (Presidenza del Consiglio dei Ministri); and
- the Turkish Competition Board.
Accordingly, Conditions 3(D), 3(H), 3(I), 3(J), 3(L) and 3(M) set out in Part A of Part III of the Scheme Document respectively have been satisfied.
As previously announced on August 2, 2021, the boards of Meggitt and Parker announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued, and to be issued, ordinary share capital of Meggitt.
“We are pleased to have received these regulatory clearances as they bring us closer to completion of the acquisition of Meggitt,” said Tom Williams, Chairman and Chief Executive Officer. “We have started the process of selling our Aircraft Wheel and Brake division, which is a great business with strong foundations for growth, an outstanding team and a clear strategy for future success. We continue to engage with other relevant authorities for the necessary approvals with a view to closing as previously anticipated during Q3 2022.”
The Acquisition remains subject to satisfaction or, where applicable, waiver of the Conditions set out in the Scheme Document, including further regulatory clearances and the sanction of the scheme of arrangement by the Court pursuant to the Companies Act. Parker continues to expect the Acquisition to close in Q3 2022. For further information, please visit the dedicated transaction microsite www.aerospacegrowth.com.
Parker Hannifin is a Fortune 250 global leader in motion and control technologies. For more than a century the company has been enabling engineering breakthroughs that lead to a better tomorrow. Parker has increased its annual dividend per share paid to shareholders for 65 consecutive fiscal years, among the top five longest-running dividend-increase records in the S&P 500 index. Learn more at www.parker.com or @parkerhannifin.
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. Often but not always, these statements may be identified from the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “should,” “could,” “expects,” “targets,” “is likely,” “will,” or the negative of these terms and similar expressions, and include all statements regarding future performance, earnings projections, events or developments. Neither Parker nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Parker cautions readers not to place undue reliance on these statements. It is possible that the future performance and earnings projections of the company, including its individual segments, may differ materially from past performance or current expectations.
The risks and uncertainties in connection with such forward-looking statements related to the proposed acquisition of Meggitt include, but are not limited to, the occurrence of any event, change or other circumstances that could delay or prevent the closing of the proposed acquisition, including the failure to satisfy any of the conditions to the proposed acquisition; the possibility that in order for the parties to obtain regulatory approvals, conditions are imposed that prevent or otherwise adversely affect the anticipated benefits from the proposed acquisition or cause the parties to abandon the proposed acquisition; adverse effects on Parker’s common stock because of the failure to complete the proposed acquisition; Parker’s business experiencing disruptions due to acquisition-related uncertainty or other factors making it more difficult to maintain relationships with employees, business partners or governmental entities; the possibility that the expected synergies and value creation from the proposed acquisition will not be realized or will not be realized within the expected time period, due to unsuccessful implementation strategies or otherwise; and significant transaction costs related to the proposed acquisition.
Among other factors which may affect future performance are: the impact of the global outbreak of COVID-19 and governmental and other actions taken in response; changes in business relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments; disputes regarding contract terms or significant changes in financial condition, changes in contract cost and revenue estimates for new development programs and changes in product mix; ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions, including the integration of LORD Corporation or Exotic Metals; the ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures; the determination to undertake business realignment activities and the expected costs thereof and, if undertaken, the ability to complete such activities and realize the anticipated cost savings from such activities; ability to implement successfully business and operating initiatives, including the timing, price and execution of share repurchases and other capital initiatives; availability, cost increases of or other limitations on our access to raw materials, component products and/or commodities if associated costs cannot be recovered in product pricing; ability to manage costs related to insurance and employee retirement and health care benefits; legal and regulatory developments and changes; compliance costs associated with environmental laws and regulations; potential supply chain and labor disruptions, including as a result of labor shortages; threats associated with international conflicts and efforts to combat terrorism and cybersecurity risks; uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; local and global political and competitive market conditions, including global reactions to U.S. trade policies, and resulting effects on sales and pricing; and global economic factors, including manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates (including fluctuations associated with any potential credit rating decline) and credit availability; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; changes in consumer habits and preferences; government actions, including the impact of changes in the tax laws in the United States and foreign jurisdictions and any judicial or regulatory interpretation thereof; and large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics. Readers should consider these forward-looking statements in light of risk factors discussed in Parker’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 and other periodic filings made with the SEC.