Atlas Copco to acquire Edwards, expanding into process vacuum solutions

  Atlas Copco to acquire Edwards, expanding into process vacuum solutions

Business Wire

STOCKHOLM, Sweden -- August 19, 2013

Regulatory News:

Atlas Copco AB (STO:ATCOA), (STO:ATCOB) and Edwards Group Ltd. have entered
into an agreement where Atlas Copco will acquire Edwards, a leading global
supplier of vacuum and abatement solutions for an amount of up to BSEK 10.6
(BUSD 1.6). The company is headquartered in the United Kingdom and listed on
the NASDAQ stock exchange in New York.

“Edwards is a technology leader with a well-developed structure and solid
customer relationships in industries we know well. It is a great fit for Atlas
Copco,” said Ronnie Leten, President and CEO at Atlas Copco. “The vacuum
solutions market is growing and has similar characteristics to our existing
industrial businesses.”

Edwards is a technology and market leader in sophisticated vacuum products and
abatement solutions with more than 90 years’ experience. The products and
services are integral to manufacturing processes, such as for semiconductors
and flat panel displays, and are used within an increasingly diverse range of
industrial applications. The vacuum solutions market is estimated to be larger
than BSEK 40 (BUSD 6). Edwards has more than 3200 employees and is
headquartered in Crawley, United Kingdom.

The acquisition of Edwards offers Atlas Copco an opportunity to expand into a
growing business which serves industries that are well-known to Atlas Copco.
There are several synergies between vacuum and compressed air solutions in
sales, service and technology development.

“We recognize the strength Edwards has in its people and products as well as
their excellence in technology and innovation. We are excited that this
professional company will join our Group,” said Ronnie Leten.

Edwards had revenues in 2012 of MGBP 595 (MSEK 6400), of which more than half
in Asia, with an adjusted EBITDA margin was 19.1%. The reported operating
margin was 10.6%, including restructuring costs and amortization of the
sellers’ purchase price adjustments, corresponding to about 4 percentage
points of revenues. Atlas Copco will pay up to USD 10.50 per share,
corresponding to an enterprise value of BSEK 10.6 (BUSD 1.6), including BSEK
2.8 (BUSD 0.4) of assumed net debt. Edwards’s shareholders will initially
receive USD 9.25 per share and once the audited 2013 income statement is
final, an additional payment of up to USD 1.25 per share will be made. The
additional amount is linked to the revenue and EBITDA performance in 2013;
revenues within the range of MGBP 587.5 to MGBP 650 and adjusted EBITDA within
the range of MGBP 113.9 to MGBP 145. Analysts’ consensus for the full year and
Edwards’s strong start to the third quarter point towards the upper end of the
additional payment range. Depending on the amount of any additional payment,
the offer represents a premium of 11% to 26% to Edwards’s 30-day average
closing share price of USD 8.33 up to August 16, 2013, the last trading day
prior to this announcement.

The acquisition is an all-cash transaction utilizing Atlas Copco’s existing
own funds.

The transaction, which will be completed by way of a merger, is subject to
customary closing conditions including Edwards shareholder approval and
antitrust clearance. It has been unanimously approved by the Boards of
Directors of both companies. Further, the Board of Directors of Edwards
unanimously recommends the offer to all Edwards shareholders. The transaction
is expected to close in the first quarter of 2014. Edwards shareholders
representing approximately 84% of the current shares outstanding have entered
into voting agreements with Atlas Copco to vote in favor of the transaction.
Edwards will be part of Atlas Copco’s new Vacuum Solutions division within the
Compressor Technique business area.

Atlas Copco discloses the information provided herein pursuant to the
Securities Markets Act and/or the Financial Instruments Trading Act.

Atlas Copco is an industrial group with world-leading positions in
compressors, expanders and air treatment systems, construction and mining
equipment, power tools and assembly systems. With innovative products and
services, Atlas Copco delivers solutions for sustainable productivity. The
company was founded in 1873, is based in Stockholm, Sweden, and has a global
reach spanning more than 170 countries. In 2012, Atlas Copco had 39 800
employees and revenues of BSEK 90.5 (BEUR 10.5). Learn more at
www.atlascopco.com.

Atlas Copco’s Compressor Technique business area provides industrial
compressors, gas and process compressors and expanders, air and gas treatment
equipment and air management systems. It has a global service network and
offers specialty rental services. Compressor Technique innovates for
sustainable productivity in the manufacturing, oil and gas, and process
industries. Principal product development and manufacturing units are located
in Belgium, Germany, the United States, China and India.

More information about Edwards on www.Edwardsvacuum.com.

This information was brought to you by Cision http://news.cision.com

Contact:

For further information please contact:
Ola Kinnander, Media Relations Manager
+46 (0)8743 8060 or +46 (0)70 347 2455
 
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