お知らせ • Apr 20
Arcline Investment Management LP completed the acquisition of Kaman Corporation (NYSE:KAMN).
Arcline Investment Management LP entered into a definitive agreement to acquire Kaman Corporation (NYSE:KAMN) for $1.3 billion on January 18, 2024. Under the terms of the agreement, Kaman Shareholders will receive $46.00 Per Share in an all-cash transaction. Upon completion of the transaction, Kaman’s common stock will no longer be listed on any public stock exchange. Upon completion of the transaction, Kaman will become a privately held company. Arcline intends to fund the transaction with a combination of committed debt and equity financing. Upon termination of the Merger Agreement under specified circumstances, Kaman will be required to pay Arcline a termination fee of $46,180,000. Arcline will pay Kaman a termination fee of $92,350,000. The transaction is subject to customary closing conditions, including, (i) the approval by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote (the “ Company Shareholder Approval ”) at the Company shareholders meeting to approve the Merger (ii) the receipt of approvals, or the expiration or termination of waiting periods (and any extension thereof), under certain regulatory laws or from certain regulatory authorities (including the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended); and (iii) the absence of any judgment, order or decree, or statute, law, ordinance, rule or regulation, preliminary, temporary or permanent, or other legal restraint or prohibition and of any binding order or determination by any governmental entity (a “Legal Restraint”), preventing, making illegal or otherwise prohibiting the consummation of the Merger and the other transactions contemplated by the Merger Agreement. Each party’s obligation to consummate the Merger is subject to certain other conditions, including (a) the accuracy of the other party’s representations and warranties, (b) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (in each case, subject to certain qualifications) and (c) with respect to obligation of Parent and Merger Sub to consummate the Merger, the absence of a material adverse effect with respect to the Company and subject to receipt of required regulatory approvals. The transaction is not subject to a financing condition. The transaction, which has been unanimously approved by the Kaman Board of Directors, is expected to close in the first half of 2024. Following its unanimous approval of the transaction, the Kaman Board of Directors recommends that Kaman shareholders vote in favor of the transaction. As of April 17, 2024, the transaction was approved by the target's shareholders. As of April 18, 2024, the deal expected to close on April 19, 2024.
J.P. Morgan Securities LLC is serving as exclusive financial advisor and fairness opinion provider to Kaman, and Marc S. Gerber, Maxim O. Mayer-Cesiano, Tracey L. Chenoweth, David P. Wales, Erica Schohn, Evgueni Gokhmark and Michael E. Leiter of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Kaman. Mark Kaduboski and Heather Rahilly of Wiggin and Dana LLP acted as legal advisor to Kaman. Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Arcline. Josh Dubofsky, Navneeta Rekhi, Katharine Moir, Benjamin Rosemergy, James Barrett, Allison In and Michelle Gross of Latham & Watkins LLP acted as legal advisor to Arcline. Holly E. Snow of Paul Hastings LLP acted as legal advisor to Arcline.
Arcline Investment Management LP completed the acquisition of Kaman Corporation (NYSE:KAMN) on April 19, 2024. Kaman’s common stock has ceased trading and will be delisted from the New York Stock Exchange. Aisha M. Barry, A. William Higgins, Scott E. Kuechle, Michelle J. Lohmeier, Jennifer M. Pollino, Niharika T. Ramdev and Mr. Walsh resigned as directors of Kaman Corporation. Carroll K. Lane and Mr. Walsh became the sole directors of Kaman Corporation. Employment of Carroll K. Lane, Senior Vice President and Interim Chief Financial Officer, and Richard S. Smith, Jr., Senior Vice President, General Counsel, and Secretary with Kaman Corporation will be terminated on May 31, 2024.