Edwards Group Ltd. and Atlas Copco Group have entered into a definitive merger agreement in a transaction valued at up to approximately $1.6 billion, including the assumption of debt.
Under the terms of the merger agreement, a subsidiary of Atlas Copco, the Sweden-based provider of industrial productivity solutions, will acquire Edwards for a per-share consideration of up to $10.50, which includes 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 approximately $917.62 million to $1.02 billion (£587.5 million to £650 million) and achievement of a related Adjusted EBITDA1 target. The transaction is expected to close in the first quarter of 2014.
Edwards manufactures vacuum products, abatement systems and related value-added services integral to manufacturing processes for semiconductors, flat panel displays, LEDs and solar cells. The company’s products are used within industrial processes such as power, glass and other coating applications, steel and other metallurgy, pharmaceutical and chemical.
According to the companies, 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 Crawley, United Kingdom.