WHITE PLAINS, N.Y., April 13 /PRNewswire-FirstCall/ -- K&F Industries Holdings, Inc. (NYSE: KFI) ('K&F') today announced that Meggitt-USA, Inc. ('Meggitt'), after consultation with K&F, voluntarily withdrew its pre-merger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and re-filed its HSR notification on April 11, 2007 relating to the previously announced proposed acquisition of K&F by Meggitt. The purpose of the re-filing is to provide federal antitrust authorities with additional time to review the proposed transaction. The waiting period under the HSR Act will now expire on May 11, 2007 , unless this period is terminated earlier or extended. K&F still expects that the transaction will likely close in the second quarter of 2007, subject to approvals by K&F stockholders, appropriate regulatory approvals and the satisfaction of other closing conditions.
As previously announced on April 6, 2007 , K&F's Special Meeting is
scheduled for May 3, 2007 at 10:00 a.m. local time at the Doral Arrowwood, 975
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.
SOURCE K&F Industries Holdings, Inc.
