Williams Controls, Inc., together with its subsidiaries, engages in the design, manufacture, and sale of electronic throttle controls, pneumatic controls, and electronic sensors for heavy trucks, transit buses, off-road equipment, and military applications worldwide. The company’s electronic throttle control systems send a signal proportional to throttle position to adjust the speed of electronically controlled engines. Its pneumatic control systems are used for vehicle control system applications, such as power take-offs and air-control applications. The company also designs and manufactures a line of adjustable foot pedals and arm rests for medium and heavy truck, and transit bus markets, ...
14100 SW 72nd Avenue
Portland, OR 97224
Founded in 1937
Williams Controls Inc. Amends and Restates Certificate of Incorporation and the Bylaws; Announces Director Appointments
Dec 18 12
Williams Controls Inc. announced that on October 31, 2012, the company entered into an agreement and Plan of Mergerwith Curtiss-Wright Controls Inc. Pursuant to the merger agreement, upon the terms and subject to the conditions thereof, acquisition sub commenced a tender offer on November 15, 2012 to acquire all of the outstanding shares of the company’s common stock, par value $0.01 per share, at a purchase price of $15.42 per Share, net to the seller in cash without interest thereon and less any required withholding tax, upon the terms and subject to the conditions set forth in the offer to purchase dated November 15, 2012, and the related Letter of Transmittal, each as amended and supplemented from time to time. In accordance with the terms of the merger agreement, on December 14, 2012 acquisition sub merged with and into the company, with the company surviving the merger as a wholly-owned subsidiary of Curtiss-Wright. At the effective time of the merger, the certificate of incorporation and the bylaws of the company were amended and restated in accordance with the terms of the merger agreement.
The company announced that in connection with the merger and as contemplated by the merger agreement, all directors of the company prior to the merger voluntarily resigned from the company’s board of directors effective as of the effective time of the merger on December 14, 2012. Pursuant to the terms of the merger agreement, on December 14, 2012, the directors of acquisition sub immediately prior to the effective time of the merger, which consisted of Thomas P. Quinly, Robert H. Shaw, John C. Watts and Allen E. Symonds became directors of the company following the merger.