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Edwards Group Enters Into Definitive Agreement To Be Acquired By Atlas Copco Group

Stocks in this article: EVAC

Edwards' Shareholders to Receive Consideration of Up to $10.50 Per Share in Cash

Transaction Valued at Up to Approximately $1.6 Billion Including Debt

CRAWLEY, West Sussex, United Kingdom, Aug. 19, 2013 (GLOBE NEWSWIRE) -- Edwards Group Limited (Nasdaq:EVAC) ("Edwards") a leading developer and manufacturer of sophisticated vacuum products, abatement systems and related value-added services, and Atlas Copco Group (NASDAQ OMX Stockholm: ATCO A, ATCO B) ("Atlas Copco"), the Sweden-based provider of industrial productivity solutions, today announced that the companies 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 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 EBITDA 1 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% to 26% to Edwards' 30 day average closing share price of $8.33 up to August 16, 2013, the last trading day prior to this announcement. Edwards priced its initial public offering on The NASDAQ Global Select Market on May 10 th 2012 at $8.00 per share.

Edwards' shareholders representing approximately 84% of the current shares outstanding have entered into voting agreements with Atlas Copco to vote in favor 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.

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