Info
Info
News Article

Edwards Group To Merge With Atlas Copco Group

The transaction valued at up to approximately $1.6 billion including debt, will see Edwards' shareholders receive consideration of up to $10.50 per share in cash
Edwards Group Limited, a developer and manufacturer of vacuum products, abatement systems and related services, and Atlas Copco Group a Sweden-based provider of industrial productivity solutions have entered into a definitive merger agreement.

Edwards' systems are used in MOCVD growth.

The transaction is valued at up to approximately $1.6 billion, including the assumption of debt.

A subsidiary of Atlas Copco 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 £587.5 million to £650 million and achievement of a related Adjusted EBITDA1 target within the range of £113.9 million to £145 million. The transaction is expected to close in the first quarter of 2014.

Depending on the amount of any additional payment, the merger consideration represents a premium of approximately 11 percent to 26 percent to Edwards' 30 day average closing share price of $8.33 up to August 16th, 2013, the last trading day prior to this announcement. Edwards priced its initial public offering on The NASDAQ Global Select Market on May 10th 2012 at $8.00 per share.

Edwards' shareholders representing approximately 84 percent of the current shares outstanding have entered into voting agreements with Atlas Copco to vote in favour 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 Crawley, UK.

Jim Gentilcore, Chief Executive Officer of Edwards, says, "This strategically and financially compelling transaction provides the opportunity for our stockholders to receive an attractive premium for their shares. On top of the cash payment at closing, analyst consensus for the full year and our strong start to the third quarter leads us to believe it is realistic for us to achieve the results that would deliver an additional cash payment towards the upper end of the range to our shareholders."

Gentilcore continues, "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."

Ronnie Leten, President and CEO of Atlas Copco, says, "We recognise the strength of Edwards' people and products as well as their excellence in technology and innovation. We are excited that this professional company will join our Group."

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 Davis Polk & Wardwell London LLP, Weil Gotshal & Manges LLP and Maples & Calder.



AngelTech Live III: Join us on 12 April 2021!

AngelTech Live III will be broadcast on 12 April 2021, 10am BST, rebroadcast on 14 April (10am CTT) and 16 April (10am PST) and will feature online versions of the market-leading physical events: CS International and PIC International PLUS a brand new Silicon Semiconductor International Track!

Thanks to the great diversity of the semiconductor industry, we are always chasing new markets and developing a range of exciting technologies.

2021 is no different. Over the last few months interest in deep-UV LEDs has rocketed, due to its capability to disinfect and sanitise areas and combat Covid-19. We shall consider a roadmap for this device, along with technologies for boosting its output.

We shall also look at microLEDs, a display with many wonderful attributes, identifying processes for handling the mass transfer of tiny emitters that hold the key to commercialisation of this technology.

We shall also discuss electrification of transportation, underpinned by wide bandgap power electronics and supported by blue lasers that are ideal for processing copper.

Additional areas we will cover include the development of GaN ICs, to improve the reach of power electronics; the great strides that have been made with gallium oxide; and a look at new materials, such as cubic GaN and AlScN.

Having attracted 1500 delegates over the last 2 online summits, the 3rd event promises to be even bigger and better – with 3 interactive sessions over 1 day and will once again prove to be a key event across the semiconductor and photonic integrated circuits calendar.

So make sure you sign up today and discover the latest cutting edge developments across the compound semiconductor and integrated photonics value chain.

REGISTER FOR FREE

VIEW SESSIONS

Info
×
Search the news archive

To close this popup you can press escape or click the close icon.
×
Logo
×
Register - Step 1

You may choose to subscribe to the Compound Semiconductor Magazine, the Compound Semiconductor Newsletter, or both. You may also request additional information if required, before submitting your application.


Please subscribe me to:

 

You chose the industry type of "Other"

Please enter the industry that you work in:
Please enter the industry that you work in:
 
X
Info
X
Info
{taasPodcastNotification}
Live Event