Atlas Copco AB will acquire Edwards Group Ltd. for an amount of upto BSEK 10.6 ($1.6 billion). The company is based in the United Kingdom and has more than 3,200 employees.
"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' shareholders will initially receive $9.25 per share and once the audited 2013 income statement is final, an additional payment of up to $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 percent to Edwards's 30-day average closing share price of $8.33 up to Aug. 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. The boards of directors of both companies have unanimously approved the merger. 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 percent 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.