MANITOWOC, WISC.—The Manitowoc Company, Inc. announced that agreement has been reached on the terms of a recommended acquisition of Enodis plc in a transaction valued at approximately $2.1 billion, including the assumption of Enodis’ net debt (approximately $207 million as of September 29, 2007).
The transaction, which was unanimously approved by both companies’ Boards of Directors, provides for a cash payment of 258 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis will pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008. The transaction is structured as a court-sanctioned scheme of arrangement under the laws of the U.K. and is expected to close in the fourth quarter of 2008. The transaction is subject to court approval in the U.K., the approval of Enodis shareholders, as well as regulatory approvals in various jurisdictions.
Listed in London and operationally headquartered in Tampa, Fla., Enodis, a global leader in commercial foodservice equipment with a variety of premier brands, reported revenues of 0.8 billion GBP (US $1.6 billion) in the financial year ended September 29, 2007. Enodis is one of the world’s leading suppliers of foodservice equipment, with products on the “cold” and “hot” sides of the industry. To date, Manitowoc Foodservice’s focus has been on “cold” equipment. A combination with Enodis will allow Manitowoc to enter two major new market segments, hot foodservice and food retail equipment, as well as expand its cold-side businesses.
“We have long recognized the value that a combination of the foodservice businesses of Enodis and Manitowoc would create,” said Glen E. Tellock, Manitowoc’s president and CEO. “We believe the strategic benefits of the combination are substantial, and we are pleased to have reached an agreement for this transforming acquisition.”
“We believe the offer price provides good value to Enodis’ shareholders while also allowing Manitowoc’s shareholders to realize the benefits that the enhanced global business platform is expected to generate through deeper customer relationships, a more robust R&D process, and operating synergies,” Tellock added.
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