Edwards, a supplier of vacuum products, abatement systems and related value-added services, and Sweden-based Atlas Copco 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 EBITDA1 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 percent to 26 percent 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 10th 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.