Atlas Copco To Buy Edwards Group For Up To $1.6 Bln, Incl. Debt - Quick Facts

(RTTNews) - UK-based industrial technology company Edwards Group Ltd. (EVAC) and Swedish engineering company Atlas Copco Group (ATLCY.PK, ATLCF.PK) have inked a definitive merger deal in a transaction valued at up to about $1.6 billion, including the assumption of debt. The acquisition is an all-cash transaction utilizing Atlas Copco's existing own funds.

Pursuant to the merger agreement, Atlas Copco's unit would buy Edwards for a per-share consideration of up to $10.50, including 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 pounds - 650 million pounds and achievement of a related adjusted EBITDA target within the range of 113.9 million pounds - 145 million pounds. The transaction may close in the first quarter of 2014.

Depending on the amount of any additional payment, the merger consideration represents a premium of about 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 IPO on The NASDAQ Global Select Market on May 10, 2012 at $8.00 per share.

Edwards' shareholders representing nearly 84% of the current shares outstanding have entered into voting agreements with Atlas Copco to vote for the merger. Further, Edwards' board unanimously urged the offer to all Edwards shareholders.