SKF successfully closes offer to acquire Kaydon Corporation; acquisition
expected to close later today
GÖTEBORG, Sweden -- October 16, 2013
The SKF Group today announced the successful completion of its all cash tender
offer to acquire all outstanding shares of Kaydon Corporation (NYSE:KDN) for
USD 35.50 in cash. SKF expects to complete the acquisition of Kaydon later
today through a merger under Section 251(h) of the Delaware General
“I am delighted that Kaydon and its employees will be joining the SKF Group.
Kaydon brings to SKF a highly complementary product portfolio and an improved
customer and geographic presence. They have a strong leadership team, as well
as highly skilled and qualified employees,” says Tom Johnstone, SKF President
and CEO. “This acquisition fully supports SKF’s strategy to become a knowledge
engineering company and will enable us to even better serve our customers and
distributors around the world.”
Kaydon is a diversified industrial manufacturer with three distinct business
areas: friction control products (primarily bearings), velocity control
products and specialty products, including environmental services. Kaydon has
a global footprint with 62% of its sales generated in North America, 24% in
Europe, 12% in Asia Pacific and 2% in the rest of the world. In 2012, the
company had sales of USD 475 million, with an adjusted operating profit of
around 16% and has over 2,100 employees.
SKF expects to achieve annual cost synergies of USD 30 million and sales
synergies of USD 50 million over the next several years. This will be achieved
by leveraging synergies in cost and purchasing, in distribution and sales
channels and by utilizing the combined manufacturing foot print.
The tender offer expired on 11.59 p.m., Eastern Time on 15 October, 2013, and
a total of 25,463,526 shares were validly tendered into and not validly
withdrawn from the tender offer, representing approximately 77.1% of Kaydon’s
outstanding shares on a fully diluted basis. The condition of the tender offer
that a majority of Kaydon’s outstanding shares on a fully-diluted basis be
validly tendered and not withdrawn has been satisfied.
As a result of the merger planned later today, Kaydon will be a wholly owned
subsidiary of SKF from 16 October, 2013 and will be reported outside the
existing business areas. All remaining eligible Kaydon shares will be
converted into the right to receive USD 35.50 per share in cash, without
interest and less any applicable withholding taxes, the same price that was
paid in the tender offer (eligible shares exclude those for which holders
properly demanded appraisal under Delaware law). Following completion of the
merger, the common stock of Kaydon will cease to be traded on the New York
Stock Exchange and will no longer be listed.
J.P. Morgan Limited is serving as financial advisor to SKF and Reed Smith LLP
is serving as SKF’s legal counsel.
Aktiebolaget SKF (publ)
This press release contains forward-looking statements that are based on
management’s beliefs and assumptions. In some cases, you can identify forward
looking statements by terms such as “may,” “will,” “should,” “could,” “would,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,”
“predicts,” “potential,” and similar expressions. Such forward-looking
statements, including statements relating to SKF’s expectations for the future
performance of Kaydon Corporation, the future opportunities associated with
the acquisition, and the success of SKF integrating Kaydon into its business,
are not historical facts and are subject to certain risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Such risks
and uncertainties include changes in economic, market and competitive
conditions, changes in the regulatory environment and other government
actions, fluctuations in exchange rates and other factors mentioned in SKF’s
latest annual report (available on www.skf.com) under the Administration
Report; “Important factors influencing the financial results”, “Financial
risks” and “Sensitivity analysis”, and in its full-year report under “Risks
and uncertainties in the business.” We undertake no obligation to revise or
update publicly any forward-looking statement, except as required by law.
SKF is a leading global supplier of
lubrication systems(http://www.skf.com/portal/skf_lub?lang=en), and
which include technical support, maintenance and reliability services,
engineering consulting and training. SKF is represented in more than 130
countries and has around15,000 distributor locations worldwide. Annual sales
in 2012 were SEK 64,575 million and the number of employees was 46,775.
® SKF is a registered trademark of the SKF Group.
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