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CIRCOR Confirms Receipt and Reiterates Rejection of Unsolicited Proposal from Crane

BURLINGTON, Mass.–(BUSINESS WIRE)–CIRCOR International, Inc. (NYSE: CIR) (“CIRCOR”) today confirmed that
it has previously received and rejected an unsolicited, non-binding
proposal from Crane Co. (NYSE: CR) (“Crane”) to acquire all the
outstanding shares of CIRCOR common stock for $45 per share in cash.

Crane’s proposal, which was publicized today, was received by CIRCOR on
April 30, 2019. Consistent with its fiduciary duties and in consultation
with its independent legal and financial advisors, CIRCOR’s board of
directors carefully reviewed that proposal. Following that review, the
board of directors unanimously rejected Crane’s proposal and determined
that the proposal was highly opportunistic, substantially undervalued
CIRCOR and its future prospects, and did not constitute a basis for
engaging in further dialogue with Crane at this time.

CIRCOR has a proven track record of executing on its strategic
priorities to invest in growth and expand margins and has taken and
continues to take action to improve cash flow and strengthen the
company’s balance sheet. CIRCOR has:

  • Successfully deployed capital toward transformative and accretive
    acquisitions that have repositioned the company in growing markets and
    have met or exceeded ROIC targets. CIRCOR is on track to achieve its
    committed cost synergies of $23 million at the end of year three of
    the Fluid Handling acquisition, one year earlier than originally
    planned;
  • Driven solid execution in Industrial business with significant margin
    expansion for the full year 2018;
  • Transformed the Aerospace & Defense business, driving substantial
    operational and financial performance improvement;
  • Reshaped its oil and gas portfolio in response to sustained macro
    headwinds and deployed capital to diversify into higher margin
    industrial businesses;
  • Prudently managed its product portfolio through regular strategic
    reviews, resulting in a number of divestitures of non-core businesses.
    CIRCOR continues to evaluate the sale of additional non-core assets to
    simplify the company, strengthen the portfolio and reduce debt; and
  • Strengthened its balance sheet, having reduced its debt by $96 million
    since June 30, 2018.

J.P. Morgan Securities LLC is acting as financial advisor, and Ropes &
Gray LLP is acting as legal counsel to CIRCOR.

About CIRCOR

CIRCOR International, Inc. designs, manufactures and markets
differentiated technology products and sub-systems for markets including
oil & gas, industrial, aerospace & defense and commercial marine. CIRCOR
has a diversified flow and motion control product portfolio with
recognized, market-leading brands that fulfill its customers’ mission
critical needs. CIRCOR’s strategy is to grow organically and through
complementary acquisitions; simplify CIRCOR’s operations; achieve world
class operational excellence; and attract and retain top talent. For
more information, visit CIRCOR’s investor relations website at http://investors.circor.com.

Forward Looking Statements

This press release contains forward-looking statements within the
meaning of Section 21 E of the Securities Exchange Act of 1934, as
amended. Reliance should not be placed on forward-looking statements
because they involve unknown risks, uncertainties and other factors,
which are, in some cases, beyond the control of CIRCOR. Any statements
in this press release that are not statements of historical fact are
forward-looking statements, including, but not limited to, those
relating to CIRCOR’s future performance and strategic priorities and its
plans to evaluate the sale of non-core assets, strengthen its portfolio
and reduce debt. Actual events, performance or results could differ
materially from the anticipated events, performance or results expressed
or implied by such forward-looking statements. Important factors that
could cause actual results to vary from expectations include, but are
not limited to: our ability to respond to competitive developments and
to grow our business, both domestically and internationally; changes in
the cost, quality or supply of raw materials; our ability to comply with
our debt obligations; our ability to successfully implement our
acquisition, divestiture or restructuring strategies, including our
integration of the Fluid Handling business; changes in industry
standards, trade policies or government regulations, both in the United
States and internationally; and our ability to operate our manufacturing
facilities at current or higher levels and respond to increases in
manufacturing costs. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING
CIRCOR, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK
FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT
REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK
OF OUR WEBSITE AT WWW.CIRCOR.COM.
We undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.

Contacts

David F. Mullen
Senior Vice President Finance
CIRCOR
International
(781) 270-1200
Matthew Sherman / Andi Rose
Joele
Frank, Wilkinson Brimmer Katcher
(212) 355-4449