Curtiss-Wright Acquiring Williams Controls

Williams Controls has entered into an agreement to be acquired by Curtiss-Wright as a wholly-owned subsidiary.

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Curtiss-Wright Corporation and Williams Controls jointly announce that they have entered into a definitive agreement that provides for the merger of Williams Controls with a wholly-owned subsidiary of Curtiss-Wright. Williams Controls is a leading designer and manufacturer of highly-engineered electronic sensors and electronic throttle controls for off-road equipment, heavy trucks and military vehicles. The acquired business will operate within Curtiss-Wright's Motion Control segment.

"The acquisition of Williams Controls, which will closely follow our acquisition of PG Drives, will strengthen and expand Curtiss-Wright’s existing industrial controls business and is another step toward our vision to be the supplier of choice for driver control subsystems in specialty vehicles,” says Martin R. Benante, Chairman and CEO, Curtiss-Wright Corporation. “For over 75 years, Williams Controls has been a leading designer and manufacturer of critical vehicle controls technology and brings unmatched expertise, experience and long-standing customer relationships to Curtiss-Wright.”

Patrick W. Cavanagh, Williams Controls’ President and Chief Executive Officer, says, “This transaction enables Williams Controls to achieve  its strategic vision while returning significant value  to our stockholders. By combining Williams Controls’ global leadership in electronic throttle controls with Curtiss-Wright’s Motion Control segment, we can more quickly expand our pedalsystems, sensors and joysticks to become a solutions supplier to all of our customers in the commercial truck and off-road markets.” Cavanagh continues, “Williams Controls’ commitment to our employees, customers and local communities remains unchanged. We expect all of our stakeholders to benefit from being part of a larger and more diverse company that shares our focus for superior quality, leading technology and innovative products for customers worldwide.”

Curtiss-Wright will acquire Williams Controls in a cash tender offer for $15.42 per share, representing a total purchase price of approximately $119 million. The closing price of Williams Controls’ common stock on October 31, 2012 was $10.91 per share. Williams Controls’ Board of Directors unanimously approved the transaction on Wednesday, October 31, 2012.

Shares held by directors and named executive officers of the company and certain funds affiliated with Dolphin Direct Equity Partners, L.P. which collectively hold shares of Williams Controls’ common stock equal to approximately 26% of the outstanding shares of Williams Controls have entered into tender and support agreements with Curtiss-Wright pursuant to which they have agreed to support the transaction and tender their shares in the offer.