WHITE PLAINS, N.Y., April 6 /PRNewswire-FirstCall/ -- K&F Industries Holdings, Inc. ('K&F') (NYSE: KFI) today announced that it has filed with the Securities and Exchange Commission and commenced mailing to stockholders definitive proxy materials in connection with the Company's Special Meeting of Stockholders. At the Special Meeting, K&F stockholders of record as of the close of business on April 5, 2007 will consider and vote upon the Company's proposed merger with Meggitt-USA, Inc. ('Meggitt'), the wholly-owned United States subsidiary of Meggitt PLC (LSE: MGGT.L), a UK public company. As previously announced on March 6, 2007 , K&F entered into a definitive merger agreement with Meggitt, which was unanimously approved by each company's Board of Directors. Under the terms of the agreement Meggitt will acquire K&F for $27.00 per share in cash.
K&F's Special Meeting is scheduled for May 3, 2007 at 10:00 a.m. local
time at the Doral Arrowwood, 975
Stockholders are encouraged to read the Company's definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Board of Directors' unanimous recommendation that stockholders vote 'FOR' the adoption and approval of the merger agreement and the merger.
On March 27, 2006 , Meggitt PLC's shareholders approved the proposed transaction and the issuance of new Meggitt PLC shares in a rights offering, the proceeds of which will be used to pay, in part, the merger consideration.
Stockholders who have questions about the merger, need assistance in submitting their proxy or voting their shares should contact the Company's proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016, 1-800-322-2885, Email: proxy@mackenziepartners.com
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, more than any other supplier. 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.
Additional Information
In connection with the proposed merger, K&F filed a definitive proxy statement with the SEC on April 6, 2007 . The proxy statement contains information about K&F, Meggitt, the proposed merger and related matters. Stockholders are urged to read the proxy statement and other relevant documents to be filed with the SEC carefully, as they contain important information that stockholders should consider before making a decision about the merger. In addition to receiving the proxy statement from K&F by mail, stockholders may also obtain the proxy statement, as well as other filings containing information about K&F, without charge, from the SEC's website (www.sec.gov) or, without charge, from K&F. This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of K&F.
K&F and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the K&F's stockholders with respect to the proposed merger. Information regarding any interests that K&F's executive officers and directors may have in the transaction is set forth in the proxy statement.
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 the necessary approval by K&F's stockholders, 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 equity and debt 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.
Contact:
Fred Buonocore, K&F Industries Holdings, Inc.
(914) 448-2700
Matthew Sherman / Jim Shaughnessy
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
SOURCE K&F Industries Holdings, Inc.
