
Carpenter Technology Corporation has announced that it entered into an amendment of the merger agreement with the owners of Latrobe Specialty Metals Inc, which was initially entered into on June 20th 2011.
There are two principal elements of the Amendment. The first provides for additional time to receive antitrust approval through the Hart Scott Rodino process by extending the date after which the merger agreement may be terminated by Latrobe or Carpenter in the event the consummation of the Merger has not occurred from January 16th 2012 to April 30th 2012.
The second element of the Amendment modifies certain aspects of the Merger Agreement to reflect higher expected Latrobe working capital at the time of closing. It specifically allows for a smaller number of Carpenter common shares to be placed into an escrow account in connection with Latrobe's under funded pension plan and requires Carpenter to pay for certain additional transaction costs.
The provisions relating to the maximum issuance of 8.1 million shares of Carpenter common stock to Latrobe's stockholders and assumption of a maximum of USD 160 million of Latrobe's debt by Carpenter upon closing of the Merger remain substantially unchanged.
Carpenter will file a Form 8-K with the Securities and Exchange Commission on January 17th 2012, which will include the full Amendment as an exhibit.










