December 21, 2012
- EQT Infrastructure II has agreed to launch a public tender offer to acquire premier provider of bulk liquid storage Westway Group, Inc. (NASDAQ: WWAY) for approximately USD 419 million
- EQT Infrastructure II to work together with management team to capitalize on additional growth opportunities in a market with increasing demands for storage services
- EQT's Industrial Network to provide additional industrial skills and experience
Pursuant to a definitive agreement entered into between Westway Group, Inc. ("Westway" or the "Company") and affiliates of EQT Infrastructure II, affiliates of EQT Infrastructure II have agreed to launch a public tender offer to acquire all of the outstanding public equity securities of Westway, a provider of bulk liquid storage and related services. Pursuant to the tender offer, an affiliate of EQT Infrastructure II will acquire all of the outstanding equity securities of Westway for approximately
USD 419 million
in aggregate cash consideration or
in cash per common share. The Company has also entered into a definitive agreement (the "ED&F Man Transaction") to sell its liquid feed supplement business and certain bulk liquid storage terminals located in
, Korea and the
to an affiliate of ED&F Man Holdings Limited, the Company's largest stockholder, for a purchase price of approximately
USD 115 million
, subject to adjustment.
New Orleans, Louisiana
, Westway is a premier provider of storage and related services to owners of bulk liquid products worldwide. After giving effect to the ED&F Man Transaction, the Company has over 330 million gallons of storage capacity through a global network of 19 terminal locations including 14 in the U.S., 1 in
and 4 in
. The Company is focused on niche liquid products and customized service offerings with strong margin potential and has a leading market position in the agricultural and chemical commodity sectors. Key products stored include petroleum oils, caustics, asphalts, vegetable oils, methyl esters, chemicals and molasses products, among others.
"Westway has a strong history of providing value-add storage services to a loyal customer base, and we look forward to partnering with its exceptional management team. Demand for storage services continues to grow as the global supply chain for a number of industries becomes increasingly complex. We believe that Westway's ability to provide high quality and reliable storage services to existing customers while also expanding storage services to other growing markets will help foster its next stage of development," says
Glen T. Matsumoto
, Partner at EQT Partners, Investment Advisor to EQT Infrastructure II.
Francis P. Jenkins
, Chairman of the Company and Chairman of the Special Committee, stated, "For over a year, we have been reviewing a variety of strategic alternatives for Westway. After this extensive process, we are excited to announce these transactions with EQT Infrastructure II and ED&F Man. We believe the aggregate value of these transactions achieves our objective of delivering immediate and compelling value for the Company's stockholders. We also are confident that we have found excellent owners for the Company's businesses. EQT Infrastructure has a strong track record in the bulk liquid storage sector and will be an excellent partner for our terminal employees and customers. ED&F Man owned Westway Feed Products for many years and will continue to grow and succeed with our employees, customers and suppliers."
In accordance with the terms of the Merger Agreement, affiliates of EQT Infrastructure II will commence a tender offer for all of the outstanding public equity securities of Westway. Westway's Board of Directors has unanimously recommended that Westway's stockholders tender their shares into the offer, and a group of stockholders, representing 79% of Westway's fully diluted shares outstanding, have each entered into separate agreements with affiliates of EQT Infrastructure II and the Company pursuant to which each has agreed to, among other things, tender the shares of common or preferred stock beneficially owned by them into the tender offer. The transaction is expected to close in the first quarter of 2013 and is conditioned upon satisfaction of the minimum tender condition of a majority of the shares of Westway's common stock on a fully diluted basis, and preferred stock on a fully diluted basis, consummation of the ED&F Man Transaction, receipt of U.S. antitrust approval (Hart-Scott-Rodino (HSR) Antitrust Act), certain third party consents and other customary closing conditions.