Edwards' Shareholders to Receive Consideration of Up to
Transaction Valued at Up to Approximately
Under the terms of the merger agreement, a subsidiary of Atlas Copco will acquire Edwards for a per-share consideration of up to
Depending on the amount of any additional payment, the merger consideration represents a premium of approximately 11% to 26% to Edwards' 30 day average closing share price of
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
Gentilcore continued, "This transaction also delivers many benefits for Edwards' customers and employees. The two companies share very similar strategic goals, strong brands and leading market positions. The Edwards brand and reputation will benefit from the support, expertise and financial strength that Atlas Copco will bring."
The merger, which has been unanimously approved by the Boards of Directors of both companies, is subject to shareholder approval, antitrust clearance, and customary closing conditions.
Barclays and Lazard acted as financial advisors to Edwards on the transaction. Legal advisors to Edwards are
Analyst Conference Call
The Company will conduct a conference call today at
For those unable to participate in the conference call, a replay will be available for one week following the call. To access the replay, the U.S. dial in number is 855-859-2056 and the non-U.S. dial in number is 404-537-3406. The replay passcode is 34161991. A replay of the call will be available by webcast for an extended period of time at the Company's website, at www.edwardsvacuum.com.
Edwards is a leading developer and manufacturer of sophisticated vacuum products, abatement systems and related value-added services. These are integral to manufacturing processes for semiconductors, flat panel displays, LEDs and solar cells; are used within an increasingly diverse range of industrial processes including power, glass and other coating applications, steel and other metallurgy, pharmaceutical and chemical; and for both scientific instruments and a wide range of R&D applications.
Edwards has over 3,200 full-time employees and 500 temporary workers operating in approximately 30 countries worldwide engaged in the design, manufacture and support of high technology vacuum and exhaust management equipment.
Edwards' American Depositary Shares trade on The NASDAQ Global Select Market under the symbol EVAC. Further information about Edwards can be found at www.edwardsvacuum.com.
About Atlas Copco
Atlas Copco is an industrial group with world-leading positions in compressors, expanders and air treatment systems, construction and mining equipment, power tools and assembly systems. The company was founded in 1873, is based in
1For the reconciliation of Adjusted EBITDA to EBITDA, please see Edwards' quarterly
Cautionary Statement Concerning Forward-Looking Statements
This release includes forward-looking statements, beliefs or opinions, including statements with respect to the Company's business, financial condition, results of operations and plans. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on management's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe," "expects," "may," "will," "could," "should," "shall," "risk," "intends," "estimates," "aims," "plans," "predicts," "continues," "assumes," "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include
all matters that are not historical facts. Such forward-looking statements are based on management's current expectations, but are subject to a number of important factors, risks, uncertainties and assumptions that may cause the actual results to be materially different from those expectations reflected in such forward-looking statements, including but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or the risk that a closing condition to the proposed merger may not be satisfied; the failure to receive, on a timely basis or otherwise, the required approvals by the Company's shareholders and government or regulatory agencies; the ability of the Company to retain and hire key personnel and maintain relationship with customers, suppliers and other business partners pending the consummation of the
proposed merger, factors affecting the amount of the additional payment component of the merger consideration; and other factors described in "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements" in the Company's Annual Report on Form 20-F for the fiscal year ended
In connection with the proposed transaction, the Company will furnish to the
CONTACT: Investor Relations:
Ross HawleyHead of Investor Relations Edwards +44 (0)1293 528844 firstname.lastname@example.org Monica Gould The Blueshirt Group+1 212 871-3927 email@example.com
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