MANITOWOC, Wis. -- The Manitowoc Co. Inc. has announced that it has increased its offer for Enodis in a transaction valued at approximately $2.4 billion, including the assumption of Enodis' net debt (approximately $245 million as of March 29, 2008). Following the offer announced by Illinois Tool Works Inc. on May 8, 2008, Manitowoc has actively considered its options and has today increased its original offer announced on April 14, 2008. The increased offer provides for a cash payment of 294 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis intends to [image-nocss] pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending Sept. 30, 2008.
(Click here for previous CSP Daily News coverage of the potential deals.)
The increased offer is to be implemented by way of a court-sanctioned scheme of arrangement under the laws of the U.K. and is expected to close in the second half 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 and other conditions outlined in Manitowoc's original offer.
Manitowoc encourages the Enodis directors to recommend unanimously that Enodis shareholders vote in favor of the resolutions to be proposed at the court meeting and the general meeting.
Glen E. Tellock, Manitowoc president and CEO, said: "Following the current recommended bid for Enodis announced on May 8, 2008, we reconsidered our options carefully and reaffirmed that there is significant strategic merit in bringing these two strong organizations together. Our announcement today highlights that we are determined to bring to bear the many benefits we believe a combination will deliver."
He added, "Our increased offer is at a 5% premium to ITW's offer and a 63.7% premium to Enodis' average closing price for the 12 months ending April 8, 2008. As such, we believe strongly that our revised offer represents superior value for Enodis' shareholders. At the same time our revised offer still meets our financial objectives of being EPS accretive in two years and EVA positive in three years."
Michael Kachmer, president of Manitowoc Foodservice, said: "Following our initial offer, Manitowoc is proceeding expeditiously with its regulatory filings. As required, we have offered to divest select ice assets in the United States, and we will continue to comply with our obligations under the implementation agreement. Regulatory clearances may be received in time for a closing to take place as early as late August, but in any case we have undertaken to achieve all clearances by October 11. As outlined previously, Manitowoc believes that the successful integration of the two businesses will result in improved growth prospects and the opportunity to deliver significant synergies. Historical revenues for the combined companies for the most recently completed respective financial years exceeded $5.6 billion."
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. "Regulatory clearances may be received in time for closing to take place as early as late August, but in any case we have undertaken to take the necessary steps to obtain these approvals by Oct. 11, 2008," said Kachmer.
Enodis is one of the leading global food and beverage equipment manufacturers with approximately 6,800 employees and 30 factories in nine countries. Listed in London and operationally headquartered in Tampa, Fla., the group's products can be found in more than 100 countries. The group's operations comprise two primary divisions: Global Foodservice Equipment and Food Retail Equipment. 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.
The Manitowoc Co. is a major provider of equipment for the global construction industry and foodservice industry. As a major manufacturer of ice-cube machines, ice/beverage dispensers and commercial refrigeration equipment, the company offers lines 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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