Edwards Group Enters Into Definitive Agreement to Be Acquired by Atlas Copco
Edwards' Shareholders to Receive Consideration of Up to $10.50 Per Share in
Transaction Valued at Up to Approximately $1.6 Billion Including Debt
CRAWLEY, West Sussex, United Kingdom, Aug. 19, 2013 (GLOBE NEWSWIRE) --
Edwards Group Limited (Nasdaq:EVAC) ("Edwards") a leading developer and
manufacturer of sophisticated vacuum products, abatement systems and related
value-added services, and Atlas Copco Group (NASDAQ OMX Stockholm: ATCO A,
ATCO B) ("Atlas Copco"), the Sweden-based provider of industrial productivity
solutions, today announced that the companies have entered into a definitive
merger agreement in a transaction valued at up to approximately $1.6 billion,
including the assumption of debt.
Under the terms of the merger agreement, a subsidiary of Atlas Copco will
acquire Edwards for a per-share consideration of up to $10.50, which includes
a fixed cash payment of $9.25 at closing and an additional payment of up to
$1.25 per share post-closing, depending on Edwards' achievement of 2013
revenue within the range of £587.5 million to £650 million and achievement of
a related Adjusted EBITDA^1 target within the range of £113.9 million to £145
million. The transaction is expected to close in the first quarter of 2014.
Depending on the amount of any additional payment, the merger consideration
represents a premium of approximately 11% to 26% to Edwards' 30 day average
closing share price of $8.33 up to August 16, 2013, the last trading day prior
to this announcement.Edwards priced its initial public offering on The NASDAQ
Global Select Market on May 10^th 2012 at $8.00 per share.
Edwards' shareholders representing approximately 84% of the current shares
outstanding have entered into voting agreements with Atlas Copco to vote in
favor of the merger, subject to the conditions set out in the voting
agreements. Further, the Board of Directors of Edwards unanimously recommends
the offer to all Edwards shareholders.
Edwards and Atlas Copco have a complementary businesses fit.Both companies
share a similar strategic direction, with growth focused on technology
leadership and customer service. The benefits of greater scale will help
accelerate Edwards' growth strategy and provide more opportunities for
Edwards' employees. Upon completion of the transaction, a new Vacuum Solutions
Division will be formed within the Atlas Copco Compressor Technique business
area, with headquarters in Crawley, UK.
Jim Gentilcore, Chief Executive Officer of Edwards, said, "This strategically
and financially compelling transaction provides the opportunity for our
stockholders to receive an attractive premium for their shares.On top of the
cash payment at closing, analyst consensus for the full year and our strong
start to the third quarter leads us to believe it is realistic for us to
achieve the results that would deliver an additional cash payment towards the
upper end of the range to our shareholders."
Gentilcore continued, "This transaction also delivers many benefits for
Edwards' customers and employees.The two companies share very similar
strategic goals, strong brands and leading market positions.The Edwards brand
and reputation will benefit from the support, expertise and financial strength
that Atlas Copco will bring."
Ronnie Leten, President and CEO of Atlas Copco, said, "We recognize the
strength of Edwards' people and products as well as their excellence in
technology and innovation. We are excited that this professional company will
join our Group."
The merger, which has been unanimously approved by the Boards of Directors of
both companies, is subject to shareholder approval, antitrust clearance, and
customary closing conditions.
Barclays and Lazard acted as financial advisors to Edwards on the
transaction.Legal advisors to Edwards are Davis Polk & Wardwell London LLP,
Weil Gotshal & Manges LLP and Maples & Calder.
Analyst Conference Call
The Company will conduct a conference call today at 8:00 AM Eastern Time to
discuss the transaction details.The U.S. dial in number for the call is
877-246-9875 and the non-U.S. dial in number is 707-287-9353. The passcode is
34161991. A live webcast of the conference call will also be available on the
investor relations page of the Company's website at www.edwardsvacuum.com.
For those unable to participate in the conference call, a replay will be
available for one week following the call. To access the replay, the U.S. dial
in number is 855-859-2056 and the non-U.S. dial in number is 404-537-3406. The
replay passcode is 34161991. A replay of the call will be available by webcast
for an extended period of time at the Company's website, at
Edwards is a leading developer and manufacturer of sophisticated vacuum
products, abatement systems and related value-added services. These are
integral to manufacturing processes for semiconductors, flat panel displays,
LEDs and solar cells; are used within an increasingly diverse range of
industrial processes including power, glass and other coating applications,
steel and other metallurgy, pharmaceutical and chemical; and for both
scientific instruments and a wide range of R&D applications.
Edwards has over 3,200 full-time employees and 500 temporary workers operating
in approximately 30 countries worldwide engaged in the design, manufacture and
support of high technology vacuum and exhaust management equipment.
Edwards' American Depositary Shares trade on The NASDAQ Global Select Market
under the symbol EVAC. Further information about Edwards can be found at
About Atlas Copco
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. The company was founded in 1873,
is based in Stockholm, Sweden, and has a global reach spanning more than 170
^1For the reconciliation of Adjusted EBITDA to EBITDA, please see Edwards'
quarterly SEC filings or quarterly earnings presentation which can be found in
the investor relations tab on its website, www.edwardsvacuum.com.
Cautionary Statement Concerning Forward-Looking Statements
This release includes forward-looking statements, beliefs or opinions,
including statements with respect to the Company's business, financial
condition, results of operations and plans. These forward-looking statements
involve known and unknown risks and uncertainties, many of which are beyond
the Company's control and all of which are based on management's current
beliefs and expectations about future events. Forward-looking statements are
sometimes identified by the use of forward-looking terminology such as
"believe," "expects," "may," "will," "could," "should," "shall," "risk,"
"intends," "estimates," "aims," "plans," "predicts," "continues," "assumes,"
"positioned" or "anticipates" or the negative thereof, other variations
thereon or comparable terminology or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts.Such
forward-looking statements are based on management's current expectations, but
are subject to a number of important factors, risks, uncertainties and
assumptions that may cause the actual results to be materially different from
those expectations reflected in such forward-looking statements, including but
not limited to: the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement or the risk
that a closing condition to the proposed merger may not be satisfied; the
failure to receive, on a timely basis or otherwise, the required approvals by
the Company's shareholders and government or regulatory agencies; the ability
of the Company to retain and hire key personnel and maintain relationship with
customers, suppliers and other business partners pending the consummation of
the proposed merger, factors affecting the amount of the additional payment
component of the merger consideration; and other factors described in "Risk
Factors" and "Cautionary Statement Concerning Forward-Looking Statements" in
the Company's Annual Report on Form 20-F for the fiscal year ended December
31, 2012.The forward-looking statements are based on management's current
views and assumptions regarding future events and speak only as of the date
hereof. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by the securities laws.
In connection with the proposed transaction, the Company will furnish to the
SEC a proxy statement and relevant documents concerning the proposed
transaction relating to the solicitation of proxies to vote at a special
meeting of shareholders to be called to approve the proposed transaction,
which will include a detailed description of the merger arrangements and a
copy of the merger agreement. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE THE PROXY STATEMENT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain
copies of all documents furnished to the SEC regarding this transaction, free
of charge, at the SEC's website (sec.gov). You will also be able to obtain
these documents, free of charge (when available) from the Company's website,
CONTACT: Investor Relations:
Head of Investor Relations
+44 (0)1293 528844
The Blueshirt Group
+1 212 871-3927
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