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K&F INDUSTRIES ANNOUNCES TERMINATION OF HSR WAITING PERIOD
WHITE PLAINS, NY - June 20, 2007 -K&F Industries Holdings, Inc. ("K&F") (NYSE: KFI) announced that the antitrust waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act was terminated today with respect to the previously announced acquisition of K&F by Meggitt -USA, Inc. ("Meggitt"), a wholly-owned United States subsidiary of Meggitt PLC.
In accordance with the Merger Agreement, the closing will take place on the third business day following the satisfaction or waiver of customary closing conditions as described in the Merger Agreement and is expected to occur within the next several days. Letters of transmittal allowing K&F stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed shortly after the closing.
Both companies’ stockholders have already approved the proposed transaction. On May 3, 2007, K&F stockholders, at the Company's Special Meeting of Stockholders, approved the adoption of the merger agreement with Meggitt. On March 27, 2007, Meggitt’s shareholders approved the proposed transaction and the issuance of new Meggitt shares in a rights offering.
K&F entered into a definitive merger agreement with Meggitt on March 6, 2007, which was unanimously approved by each company’s Board of Directors. Under the terms of the agreement Meggitt would acquire K&F for $27.00 per share in cash, valuing the total transaction at approximately $1.8 billion.
About K&F Industries Holdings, Inc.
K&F Industries Holdings, Inc. is a worldwide leader in the manufacture of braking equipment for commercial transport, general aviation and military aircraft through its Aircraft Braking Systems Corporation subsidiary. K&F manufactures a wide range of braking equipment including antiskid, auto brake, brake by wire systems, and brake temperature monitoring systems as well as main and nose wheels, carbon and steel brakes, and ancillary equipment. Its products are installed on approximately 25,000 aircraft worldwide. In addition, K&F operates Engineered Fabrics Corporation, a leading producer of aircraft fuel tanks, de-icing equipment and specialty coated fabrics used for storage, shipping, environmental and rescue applications for the commercial and military markets.
Forward-Looking Statements
This press release contains various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed acquisition of K&F by Meggitt and the risks and uncertainties related to the occurrence of future events. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the current economic environment, K&F and its industry. Certain factors that could cause actual events not to occur as expressed in the forward-looking statement include, but are not limited to, (i) the failure to obtain antitrust clearance and certain other governmental approvals in a timely manner or at all, (ii) the failure, under certain circumstances, of Meggitt to meet the conditions set forth in its financing documents and (iii) the satisfaction of various other closing conditions contained in the definitive merger agreement. Other potential risks and uncertainties are discussed in K&F’s reports and other documents filed with the SEC from time to time. K&F assumes no obligation to update the forward-looking information. Such forward-looking statements are based upon many estimates and assumptions and are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of K&F’s management. Inclusion of such forward-looking statements herein should not be regarded as a representation by K&F that the statements will prove to be correct.
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