The Deal: Atlas Copco Acquires Edwards Group for $1.6B

NEW YORK ( TheStreet) -- Swedish industrial group Atlas Copco announced an agreement to acquire British vacuum products maker Edwards Group ( EVAC) for an enterprise value of up to $1.6 billion, just 15 months after Edwards' initial public offering on the Nasdaq stock exchange in New York.

The Stockholm-based buyer, which is listed on the Nasdaq OMX exchange in Sweden, will buy Edwards for up to $10.50 a share, including a fixed cash payment of $9.25 a share at closing and an additional payment of up to $1.25 a share depending on Edwards' final revenue and Ebitda figures for 2013.

Edwards, of Crawley, England, has products and services which are integral to a wide range of processes, such as the manufacture of semiconductors and flat panel displays. The company must achieve 2013 revenues between £587.5 million ($919 million) and £650 million and adjusted Ebitda between £113.9 million and £145 million to qualify for the earnout.

Edwards' full year results were significantly lower in 2012 than the previous year. Adjusted EBITDAwas £114 million in 2012, compared with £161 in 2011, while revenues were £595 million, down from £701 million the previous year. In the company's annual report, CEO Jim Gentilcore described this as a "solid performance in a challenging and shifting market environment," and said the company had "negotiated a downturn in the semiconductor market and significantly weaker emerging technology demand."

Depending on the size of the additional payment, the merger price represents a premium of between 11% and 26% to Edwards' 30-day average closing price of $8.33 up to Aug. 16. It is also at a premium to Edwards' IPO price of $8.00 a share in May 2102.

Both companies' boards have recommended the offer, and shareholders representing about 84% of Edwards' shares have agreed to vote in favor of the offer.

The deal is being described as a merger. On completion, a new Vacuum Solutions Division will be formed within the Atlas Copco Compressor Technique business area, with its headquarters in Crawley.

The two companies said their businesses were complementary. Edwards said the deal would help accelerate its growth strategy and provided more opportunities for its employees, while Atlas Copco said the acquisition would offer it an opportunity to expand into a growing business which served industries it already knew well.

"There are several synergies between vacuum and compressed air solutions in sales, service and technology development," Atlas Copco said in a statement.

Edwards was up 18.34% at $10.00 a share in mid-morning trading in New York Monday, while Atlas Copco was up 2.96% at Swedish kronor 182.75 ($28.10) in late afternoon trading in Stockholm.

Barclays and a Lazard team led by Richard Shaw and Mike Murray provided financial advice to Edwards, which turned for legal advice to Peter King, David Blittner and Jackie Cohen of Weil, Gotshal & Manges and a team from Davis Polk & Wardwell. Weil said it had advised Edwards on its IPO last year, while Davis Polk represented the underwriters.

The deal is expected to close in the first quarter of 2014.

-- Written by Jonathan Braude in London

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