Parker Hannifin Corp., Mayfield Heights, Ohio, and CLARCOR Inc., Franklin, Tenn., announced yesterday that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt.

CLARCO, a manufacturer of mobile, industrial and environmental filtration products, has several divisions which operate in the fluid power space, including Baldwin and Total Filtration Services. The company’s other major brands include many engine and air filtration businesses such as Fuel Manager, PECOFacet, Airguard, Altair, BHA, Clearcurrent, Clark Filter, Hastings, United Air Specialists, Keddeg and Purolator.

Under the terms of the agreement, Parker will purchase all of the outstanding shares of CLARCOR for $83.00 per share in cash. This represents a premium of approximately 17.8% to CLARCOR’s closing share price on November 30, and a premium of approximately 29.2% to CLARCOR’s volume weighted average share price over 90 days and a premium of approximately 17.1% to CLARCOR’s all-time and 52-week high. The transaction has been unanimously approved by the Board of Directors of each company.

CLARCOR has annual sales of approximately $1.4 billion and 6,000 employees worldwide. It adds a broad array of industrial air and liquid filtration products and technologies to Parker’s filtration portfolio.

According to Tom Williams, Chairman and Chief Executive Officer of Parker, “The combination of Parker and CLARCOR is highly complementary and offers a great opportunity to combine our strength in international markets and OEMs with CLARCOR’s strong U.S. presence and high percentage of recurring sales in the aftermarket.”

“Joining Parker provides a terrific opportunity to accelerate our mission of making our world cleaner and safer while delivering an immediate and substantial cash premium to our shareholders and bolstering the confidence of our customers,” said Chris Conway, Chairman, President and Chief Executive Officer of CLARCOR. “We believe Parker is an ideal fit for CLARCOR as it shares both our culture and our passion for developing solutions to our customers’ complex filtration challenges.”

Parker Hannifin
www.parker.com

CLARCOR
www.clarcor.com