EVAC - Edwards Group Limited - Edwards Group Enters into Definitive Agreement to be Acquired by Atlas Copco Group Transcript

    Company Name:Edwards Group Limited
    Event Title:Edwards Group Enters into Definitive Agreement to be Acquired by Atlas Copco Group Transcript
    Event Date:19-Aug-2013
    Event Time:08:00 AM ET



    Good day ladies and gentlemen, and welcome to the Edwards' Atlas Copco Group Transaction Conference Call. At this time, all participants are in a listen-only mode. Later we will conduct a question and answer session and instructions will be given at that time. [Operator Instructions]. As a reminder this conference call is being recorded.

    I would now like to turn the conference over to your host Mr. Ross Hawley, Head of Investor Relations. Please go ahead.

    Ross Hawley

    Head of Investor Relations
    Thank you Ally. Good morning everyone and thank you for joining us on today's conference call to discuss the announcement made this morning regarding the proposed transaction between Edwards and Atlas Copco. This quarter is also being broadcast live over the web and can be accessed by the Investor Relations section on the Edwards website. Earlier today Edwards issued a press release relating to the merge agreements signed today between Edwards and Atlas Copco Group.

    If you'd like a copy of the press release you can access it on our website or the SEC's EDGAR website.

    With me on today's call are Jim Gentilcore, Edwards' Chief Executive Officer and David Smith, Edwards' Chief Financial Officer. Before we get started we would like to remind you that during the course of this conference call, Edwards' management may make certain forward-looking statements that involve risks or uncertainties.

    Statements regarding the company's future financial and operating results, future market conditions, plans and objectives of management for future operations and any other statements other than historical information should be viewed as forward-looking and uncertain. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including those discussed in the Safe Harbor statements in the press release filed with the SEC and the risk factors described in the company's filings with the SEC. Unless stated otherwise all information provided during this call is as of July 30th, 2013. The company assumes no obligation to update any forward-looking statement.

    I will now turn the call over to Edwards' CEO, Jim Gentilcore.

    Jim Gentilcore

    Chief Executive Officer
    Thanks Ross and good morning and thank you very much for making this conference call on such short notice. By now, you all have seen the announcement from both ourselves and Atlas Copco relating to the signing of a binding agreement for the acquisition of Edwards which will become the vacuum solutions division within Atlas' Compressor Technique business area.

    This new division will be headquartered in Crawley in the UK and include their existing rotary vane pump business. On this call I am going to run through the deal terms the rationale and time table before opening up for Q&A.

    So starting with the headline. Consideration will be in the form of an initial cash payment of $9.25 per share at closing and an additional cash payment of up to $1.25 per share once our 2013 year-end number are finalized. This additional payment is based on the business achieving revenue for the full 2013 calendar year about 587.5 million pounds sterling. With an adjusted EBITDA band of £113 million to £145 million.

    At the top of the additional payment range, this would value the business at $1.6 billion. Including the assumption of $400 million of net debt. When looking on a historic 30 day basis our average closing share price was $8.33 per share the premium range is approximately 11% to 26% and this also represents an approximate premium of 16% to 31% to the IPO price from May of 2012. As noted in the press release Edwards shareholders representing approximately 84% of the current shares outstanding have entered in the voting agreements with that was Copco to vote in favor of the merger and the board has - recommended the offer to all shareholders.

    Edwards will ask the shareholders to vote on the transaction at a special shareholders meeting to be set for early October. Completion will be subject to a number of regulatory and any trust filings the given the fact that the there was overlap between the two business businesses it would be surprising if there were any material issues. We therefore would expect to be through this process in early 2014 and expect to close within the first quarter of 2014.

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