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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced 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. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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Ryan Thomas Discusses Acquisition for GlobeSt.com

GlobeSt.com

Media Mentions

February 17, 2010

Ryan Thomas, attorney at Bass, Berry & Sims, is extensively quoted regarding an offer by Indianapolis-based Simon Property Group to acquire Chicago-based General Growth Properties, thus merging the top two retail-focused real estate companies in the country. The article by reporter Katie Hinderer, titled "Simon Faces Uphill Battle with Shareholders," appears in the February 17, 2010 online edition of GlobeSt.com.

From the article:

However, this is not a done deal, according to Ryan Thomas, a partner at Bass Berry & Sims PLC and expert in mergers and acquisitions of public and private companies. Since GGP is still trying to pull a number of assets out of bankruptcy, Simon will need court approval; as well as the approval of secured creditors and shareholders.

The creditors may be the easiest challenge. "The court will balance the interests of all creditors, including the secured creditors, and will consider the feasibility of the Simon transaction," Thomas tells GlobeSt.com. "The secured creditors may support the transaction, unless they see an alternate path that enhances their collateral -- or unless the Simon transaction somehow impairs their collateral."

"The shareholders and the board will likely be a challenge for Simon, especially given the apparent cold shoulder to date," Thomas says. "One of General Growth's largest equity holders, (Pershing Square) who happens to be an activist investor, has recently indicated that the company is vastly undervalued -- placing its valuation significantly higher than the offer by Simon. It is also telling that the board has apparently not engaged in negotiations with Simon, presumably reflecting either a more optimistic view of the residual value of the equity or confidence in a better alternative plan."


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