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

    I would note that given some of the jurisdictions we operate in and we'll need clearance from we won't know for sometime what a more accurate closing date would be.

    Before I go through the mechanics, I would just touch on the rational which I think would deliver significant benefits for all our stakeholders. As we said in the press release, management believes this is an attractive combination, given that Edwards and Atlas Copco have a complementary business fit and little market overlap.

    At the same time vacuum and compressor products has significant technology synergies and we can envision meaningful R&D collaboration as part of the Compressor Techniques business area. Both companies also show similar strategic direction with growth focused on technology leadership and best-in-class customer service . We are both number one or two in the markets we choose to address. The benefits we can enjoy through the greater scale of being part of Atlas Copco can also help accelerate Edwards' organic and inorganic growth opportunities particular through revenue synergies.

    Atlas Copco Group recognizes the growth opportunities in the semiconductor and related industries and already provides compressors to wafer fabs worldwide. The incremental opportunities in general vacuum are even more compelling. Add to this and to all this plus the strong people and cultural fit.

    We're both long standing engineering and technology rich businesses and I know we will continue to deliver with the customer experience that has allowed both companies to enjoy our market leading positions.

    For these reasons we believe this is a good deal for shareholders customers and employees. So let me now take you through the transaction terms in more detail and how we think about the additional

    Edwards Copco was offering an upfront payment of $9.25 per share in cash which will be payable at On top of this, they will make an additional payment of up to $1.25 per share once full year 2013 results are available during the first quarter of 2014. The amount of the additional payment is arrived based on a multiplier of excess full year 2013 revenues over 587.5 million subject to achieving 2013 adjusted EBITDA within certain qualifying ranges.

    So to qualify to the highest range of $1.25 per share Edwards must earn €145 million EBIT in adjusted EBITDA. And £637.5 million in revenue . For the $0.75 to dollar range we must earn £135 million of EBITDA and £625 million of revenue . And for the $0.50 to $0.75 range the qualifying EBITDA is $132 million and $612.5 million of revenue .

    The two other steps are 122 million of EBITDA and £113.9 million of EBITDA and £587.5 million of revenue .

    Once the qualified range has been established, we've referenced to adjusted EBITDA the exact additional payment is then calculated from revenues . This is defined as 1 cent of payment for each £0.5 million that revenue exceeds £587.5 million. With the cap of £650 million which is £62.5 million in excess - which at £62.5 million excess would produce a maximum of $1.25 of additional payment. Just to remember the additional payment is caped at the top of each range as qualified by the adjusted EBITDA test rather than the full revenue multiplier.

    So to give you three quick examples. First in the case of adjusted EBITDA of £146 million and revenues of £651 million the additional payment is $1.25 as the £146 million adjusted EBITDA exceeds the 145 million qualifying base for an additional payment at $1.25 per share using the revenue multiplier this would imply £63.5 million of excess revenues and just on the basis of revenue multipliers 1.27 of additional payment. This will however be kept at the top of the range base at $1.25 per share . The second example, should we have adjusted EBITDA of £142 million and revenue of £646 million the additional payment would be $1 as the £145 million adjusted EBITDA threshold has not been met but the next level down of 135 million has been met implying $0.75 to $1 range.

    The revenue was high enough to get to the top of the $0.75 to $1 range for the caps at that level. Finally from adjusted EBITDA of £146 million and revenue of £644 million the addition of payment would be $1.13 per share . Although the adjusted EBITDA for the top one to one and a quarter bracket has been met, the revenue calculation only gives an excess over 587.5 million of 56.5 million which therefore gives an additional payment of $1.13.

    For full details of the calculations will be available in the property statement.


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