UK-based industrial technology company Edwards Group Ltd. (EVAC) and Swedish engineering company Atlas Copco Group (ATLCY.PK,ATLCF.PK) have inked a definitive merger deal in a transaction valued at up to about $1.6 billion, including the assumption of debt. The acquisition is an all-cash transaction utilizing Atlas Copco's existing own funds.
Pursuant to the merger agreement, Atlas Copco's unit would buy Edwards for a per-share consideration of up to $10.50, including 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 pounds - 650 million pounds and achievement of a related adjusted EBITDA target within the range of 113.9 million pounds - 145 million pounds. The transaction may close in the first quarter of 2014.
Depending on the amount of any additional payment, the merger consideration represents a premium of about 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 IPO on The NASDAQ Global Select Market on May 10, 2012 at $8.00 per share.
Edwards' shareholders representing nearly 84% of the current shares outstanding have entered into voting agreements with Atlas Copco to vote for the merger. Further, Edwards' board unanimously urged the offer to all Edwards shareholders.
by RTT Staff Writer
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