Manitowoc Co., Inc. (MTW) said Monday that it lifted its takeover offer for food and beverage equipment manufacturer Enodis Plc (ENO.L) to about $2.4 billion, including the assumption of Enodis' net debt. The increased offer provides for a cash payment of 294 pence per Enodis share, compared to previous offer of 258 pence per share, or about $2.1 billion, announced on April 14. Manitowoc's revised offer is at a 5% premium to Illinois Tool Works Inc.'s (ITW) offer and a 63.7% premium to Enodis' average closing price for the 12 months ended April 8, 2008.
The assumption of Enodis' net debt is about $245 million as of March 29, 2008. Cranes and foodservice equipment provider Manitowoc noted that it has actively considered its options following the offer announced by industrial products and equipment manufacturer Illinois Tool Works on May 8, 2008 to acquire Enodis for 280 pence per share in cash or for $2.1 billion. The deal also included the assumption of Enodis' net debt, bringing the total fair market value of the transaction to $2.3 billion.
In addition, in advance of the closing of the transaction, Enodis intends to pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year 2008, the company said.
Manitowoc pointed out that the new offer represents superior value for Enodis' shareholders, and it still meets the company's financial objectives of being EPS accretive in two years and EVA positive in three years.
According to Manitowoc, the successful integration of the two businesses will result in improved growth prospects and the opportunity to deliver significant synergies. The combined companies' historical revenues for the most recently completed respective financial years exceeded $5.6 billion.
Glen Tellock, Manitowoc president and chief executive officer, commented, "Following the current recommended bid for Enodis announced on May 8, 2008, we reconsidered our options carefully and reaffirmed that there is significant strategic merit in bringing these two strong organizations together. Our announcement today highlights that we are determined to bring to bear the many benefits we believe a combination will deliver."
The company said the revised offer is to be implemented by way of a court-sanctioned scheme of arrangement under the laws of the U.K. and is expected to close in the second half of 2008. The deal is subject to court approval in the U.K., the approval of Enodis shareholders, and regulatory approvals in various jurisdictions and other conditions outlined in Manitowoc's original offer.
Manitowoc encourages the Enodis directors to recommend unanimously that Enodis shareholders vote in favor of the resolutions to be proposed at the Court Meeting and the General Meeting.
Manitowoc added that it is proceeding expeditiously with its regulatory filings. The company offered to divest select ice assets in the United States, as required.
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