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Edwards Group Enters into Definitive Agreement to be Acquired by Atlas Copco Group Transcript
Posted by: Henhill69 (IP Logged)
Date: August 19, 2013 11:45AM

Jim Gentilcore

Chief Executive Officer
Thanks Ross and good morning and thank you very much for making this conference call on such short notice. By now, you all have seen the announcement from both ourselves and Atlas Copco relating to the signing of a binding agreement for the acquisition of Edwards which will become the vacuum solutions division within Atlas' Compressor Technique business area.

This new division will be headquartered in Crawley in the UK and include their existing rotary vane pump business. On this call I am going to run through the deal terms the rationale and time table before opening up for Q&A.

So starting with the headline. Consideration will be in the form of an initial cash payment of $9.25 per share at closing and an additional cash payment of up to $1.25 per share once our 2013 year-end number are finalized. This additional payment is based on the business achieving revenue for the full 2013 calendar year about 587.5 million pounds sterling. With an adjusted EBITDA band of £113 million to £145 million.

At the top of the additional payment range, this would value the business at $1.6 billion. Including the assumption of $400 million of net debt. When looking on a historic 30 day basis our average closing share price was $8.33 per share the premium range is approximately 11% to 26% and this also represents an approximate premium of 16% to 31% to the IPO price from May of 2012. As noted in the press release Edwards shareholders representing approximately 84% of the current shares outstanding have entered in the voting agreements with that was Copco to vote in favor of the merger and the board has - recommended the offer to all shareholders.

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