Illinois Tool Works announced that an agreement has been reached with the Enodis plc Board of Directors on the terms of a recommended $2.1 billion cash offer to purchase the entire issued and to be issued ordinary share capital of Enodis. The transaction also includes the assumption of Enodis’ net debt, which was $210 million as of Sept. 30, 2007, bringing the total fair market value to $2.3 billion.
Under the terms of the offer, Enodis shareholders will receive 280 pence in cash for each share. In addition, prior to the transaction becoming effective, Enodis will pay an interim dividend of 2 pence per share for the fiscal year ending September 30, 2008. The transaction is structured as a court-sanctioned scheme of arrangement under the laws of the U.K. The transaction is subject to court approval in the U.K., the approval of Enodis shareholders, and traditional regulatory approvals in various jurisdictions. ITW expects the transaction to close in August 2008.
"We strongly believe this cash offer brings significant value to Enodis’ shareholders," said David B. Speer, chairman and chief executive officer. "The ITW offer represents a 9% premium to a competitive offer and a 56% premium to Enodis’ average closing price for the 12 months ending April 8, 2008. As we have done in past acquisitions, we intend to operate Enodis as a standalone business group within the Food Equipment segment.”
In response, the Manitowoc Company, which had announced on April 14 that it was to buy Enodis for$2.1 billion, said that “is considering its position and will make a further announcement in due course.”