Robbins Arroyo LLP: Acquisition of CLARCOR Inc. (CLC) by Parker-Hannifin Corporation (PH) May Not Be in Shareholders’ Best Interests

Robbins Arroyo LLP is investigating the proposed acquisition of CLARCOR Inc. (NYSE: CLC) by Parker-Hannifin Corporation (NYSE: PH). On December 1, 2016, the two companies announced the signing of a definitive merger agreement pursuant to which Parker-Hannifin will acquire CLARCOR. Under the terms of the agreement, CLARCOR shareholders will receive $83.00 for each share of CLARCOR common stock.

Is the Proposed Acquisition Best for CLARCOR and Its Shareholders?

Robbins Arroyo LLP’s investigation focuses on whether the board of directors at CLARCOR is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.

As an initial matter, the $83.00 merger consideration represents a premium of only 24.30% based on CLARCOR’s 30 day average closing price for the period ending on November 30, 2016. This premium is significantly below the average one month premium of nearly 42.17% for comparable transactions within the past five years.

On September 14, 2016, CLARCOR reported strong earnings results for its third quarter 2016. CLARCOR reported adjusted diluted earnings per share of $0.73 for the three months ended August 27, 2016, a 10.61% increase from the same period of the prior year. Additionally, CLARCOR has beaten analyst estimates for adjusted net income and adjusted earnings per share for the past four consecutive quarters. In commenting on these results, CLARCOR President, Chief Executive Officer, and Chairman of the board of directors Chris Conway remarked, “Our third quarter was highlighted by several significant strategic advancements including our entry into a long-term contract with GE in respect of its H-class gas turbine platform, our release of the Channel Flow EXOTM heavy-duty engine air filtration product line and strategic investments occurring in connection with our second quarter acquisition of filtration media technology company FibeRio. Each of these strategic advancements is indicative of our continued efforts to establish CLARCOR as an industry leader in innovative filtration technology development .… In addition to this focus on long-term strategic growth, we have continued to focus on operating execution as illustrated by our third quarter financial results”

In light of these facts, Robbins Arroyo LLP is examining CLARCOR’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.

CLARCOR shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

CLARCOR shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.


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