Acquisition Expected To Close on July 23, 2015
RTI International Metals, Inc. (NYSE: RTI), a leading vertically
integrated global supplier of advanced titanium and specialty metals
products and services, today announced that its shareholders approved
the merger agreement providing for the acquisition of RTI by Alcoa Inc.
(NYSE: AA). At its annual meeting of shareholders held today, more than
94% of the shares voted at the meeting (taking into account broker
non-votes) were in favor of the transaction, representing nearly 85% of
all outstanding shares of RTI.
The approval of the merger agreement by RTI shareholders was one of the
final conditions set forth in the merger agreement.
RTI and Alcoa expect the merger to close on July 23, 2015, subject to
the satisfaction of the remaining closing conditions set forth in the
merger agreement.
The previously announced merger agreement provides that Alcoa will
acquire all outstanding shares of RTI in a stock-for-stock transaction
whereby RTI shareholders will receive 2.8315 Alcoa shares for each RTI
share.
CEO Comment
“Innovation and scale are critical to winning in both the titanium and
aerospace industries. Today’s vote shows our shareholders understand
that RTI and Alcoa are a natural strategic fit and that, together, we
will be better positioned to compete in the global marketplace and to
maximize shareholder value,” said Dawne Hickton, Vice Chair, President
and Chief Executive Officer. “We look forward to taking our innovative
technologies to the next level as part of Alcoa’s ongoing transformation
as a lightweight, multi-material innovator.”
Forward-Looking Statements
This communication contains “forward-looking” statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, known
as the PSLRA. These statements, as they relate to RTI and Alcoa, the
management of either such company or the proposed transaction between
RTI and Alcoa, involve risks and uncertainties that may cause results to
differ materially from those set forth in the statements. These
statements are based on current plans, estimates and projections, and
therefore, you are cautioned not to place undue reliance on them. No
forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. This document speaks only as of
its date, and RTI and Alcoa undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Forward-looking statements are not historical facts, but rather are
based on current expectations, estimates, assumptions and projections
about the business and future financial results, and other legal,
regulatory and economic developments. We use words such as
“anticipates,” “believes,” “plans,” “expects,” “projects,” “future,”
“intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,”
“potential,” “continue,” “guidance,” and similar expressions to identify
these forward-looking statements that are intended to be covered by the
safe harbor provisions of the PSLRA. Actual results could differ
materially from the results contemplated by these forward-looking
statements due to a number of factors, including: the risk that the
businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption from
the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; and the failure to satisfy various
other conditions to the closing of the merger contemplated by the merger
agreement; and the risks that are described from time to time in RTI’s
and Alcoa’s respective reports filed with the SEC, including RTI’s
annual report on Form 10-K for the year ended December 31, 2014 and
quarterly report on Form 10-Q for the quarter ended March 31, 2015, and
Alcoa’s annual report on Form 10-K for the year ended December 31, 2014
and quarterly report on Form 10-Q for the quarter ended March 31, 2015,
in each case, as such reports may have been amended.
Company Descriptions
RTI International Metals, Inc.
RTI International Metals, Inc. is a leading vertically integrated global
supplier of advanced titanium and specialty metals products and services
to commercial aerospace, defense, energy, medical device and other
customers. For more than 60 years, RTI has been taking titanium further
through advanced manufacturing, engineering, machining, and forming
processes. RTI delivers titanium mill products, extruded shapes, formed
and 3D-printed parts, and highly engineered precision-machined
components through our downstream integrated supply chain.
Headquartered in Pittsburgh, Pa., RTI has locations in the United
States, Canada, Europe, and Asia. To learn more about RTI International
Metals, Inc., visit our website at www.rtiintl.com.
Alcoa Inc.
A global leader in lightweight metals technology, engineering and
manufacturing, Alcoa innovates multi-material solutions that advance our
world. Our technologies enhance transportation, from automotive and
commercial transport to air and space travel, and improve industrial and
consumer electronics products. We enable smart buildings, sustainable
food and beverage packaging, high-performance defense vehicles across
air, land and sea, deeper oil and gas drilling and more efficient power
generation. We pioneered the aluminum industry over 125 years ago, and
today, our approximately 59,000 people in 30 countries deliver value-add
products made of titanium, nickel and aluminum, and produce
best-in-class bauxite, alumina and primary aluminum products. For more
information, visit www.alcoa.com,
follow @Alcoa on Twitter at www.twitter.com/Alcoa
and follow us on Facebook at www.facebook.com/Alcoa.
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