Hyster-Yale Materials Handling and the share holders of Penta Holding today announced that they have entered into a definitive agreement whereby Hyster-Yale agreed to acquire, through an indirect wholly-owned subisidiary, 100 per cent of Penta's outstanding shares.
- Flexible battery for smartphones from Panasonic
- Berg claims autonomous car sales to reach 24 million by 2030
- Cynora develops new material classes
- Home automation lighting via smartphone app
Hyster-Yale Materials Handling and the share holders of Penta Holding today announced that they have entered into a definitive agreement whereby Hyster-Yale agreed to acquire, through an indirect wholly-owned subisidiary, 100 per cent of Penta's outstanding shares.
Penta is the holder of a majority stake of approximately 50.4% in Bolzoni (the “Bolzoni Stake”). Bolzoni is an Italian company whose shares are listed and traded on the STAR segment of the Italian stock exchange (“Mercato Telematico Azionario”), operated and managed by Borsa Italiana S.p.A.
Under the terms of the agreement, the parties have determined the purchase price for the Penta shares, which is not subject to any upward adjustment, by agreeing to a valuation of the Bolzoni Stake of EUR 4.30 per share (equal to an aggregate of EUR 56,368,984), which is inclusive of Bolzoni’s 2015 consolidated net income, and deducting the amount of Penta’s net financial indebtedness.
Such valuation of the Bolzoni Stake represents a premium of 16% and 21% on Bolzoni volume-weighted average trading price over the last 6 and 12 months, respectively, as of market close on February 12, 2016.
The transaction has been unanimously approved by the Board of Directors of Hyster-Yale.
The closing of the transaction, which is expected to take place during the second quarter of 2016, is subject to customary closing conditions, including clearance by the German antitrust authority.
There can be no assurance that all conditions will be met, that the acquisition of Penta (and indirectly of Bolzoni) will occur or that the anticipated benefits and effects of the transaction will be realized.
Following the closing of the transaction, Hyster-Yale, through an indirect wholly-owned subsidiary, will launch a mandatory tender offer for all of the outstanding shares of Bolzoni at the price in cash of EUR 4.30 per share (which is equal to the valuation of the Bolzoni Stake agreed upon by the parties in the agreement and which is inclusive of Bolzoni’s 2015 consolidated net income).
Hyster-Yale intends to pursue the delisting of Bolzoni following completion of the mandatory tender offer. The acquisition is expected to be funded using Hyster-Yale’s cash on hand and borrowings under Hyster-Yale’s existing credit facility.