MANITOWOC, Wis. -- Equipment manufacturer The Manitowoc Co. Inc. said that an agreement has been reached on the terms of a recommended acquisition of foodservice equipment maker Enodis plc in a transaction valued at approximately $2.1 billion, including the assumption of Enodis' net debt (approximately $207 million as of Sept. 29, 2007).
The transaction was unanimously approved by both companies' boards. The transaction is structured as a court-sanctioned scheme of arrangement under the laws of the U.K. and is expected to close in fourth-quarter 2008. The transaction is subject to court [image-nocss] approval in the U.K., the approval of Enodis shareholders, as well as regulatory approvals in various jurisdictions.
The transaction is subject to certain closing conditions, including the approval of Enodis shareholders, regulatory approvals in various jurisdictions and other customary closing conditions for a U.K. scheme of arrangement. There are no financing conditions in the proposed acquisition.
Listed in London and operationally headquartered in Tampa, Fla., Enodis has reported revenues of $1.6 billion in the financial year ended September 29. 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.
Glen E. Tellock, Manitowoc president and CEO said, "We have long recognized the value that a combination of the foodservice businesses of Enodis and Manitowoc would create. We believe the strategic benefits of the combination are substantial, and we are pleased to have reached an agreement for this transforming acquisition."
He added, "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."
Manitowoc said it believes that the successful integration of the two businesses will result in improved growth prospects and the opportunity to deliver significant synergies. Management currently estimates that by 2010, the transaction will generate annual synergies of more than $60 million. Historical revenues for the combined companies for the most recently completed respective financial years exceeded $5.6 billion.
"We believe the expanded global footprint of the combined businesses creates an outstanding growth platform for Manitowoc Foodservice," said Michael Kachmer, president of Manitowoc Foodservice. "With the world's largest foodservice companies growing at rates well in excess of the overall industry, we should be well-positioned to partner with our customers in creating modern, efficient kitchens that deliver the dining choices that consumers want."
Enodis' Global Foodservice Equipment businesses provide primary cooking, ovens, storage, preparation, holding, warewashing, ice machine, refrigeration and beverage equipment to restaurants and other customers worldwide. The Food Retail Equipment operations provide refrigeration systems, refrigerated display cases and walk-in cold storage rooms primarily to supermarkets and convenience stores in North America.
Manitowoc, Wis.-based Manitowoc is one of the world's largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. As a leading manufacturer of ice-cube machines, ice/beverage dispensers and commercial refrigeration equipment, the company offers a broad line of cold-side equipment in the foodservice industry. In addition, the company is a leading provider of shipbuilding, ship repair, and conversion services for government, military, and commercial customers throughout the U.S. maritime industry.
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