By Lisa Kerner
Charlotte, N.C., Jan. 30 - NuCO2 Inc. agreed to be acquired by an affiliate of Aurora Capital Group for $30 cash per share, or some $487 million.
The per-share offer price is a 24.6% premium over NuCO2's closing price on Jan. 29, according to a company news release.
NuCO2's board of directors approved the merger agreement and recommends its shareholders vote in favor of the deal. The company's directors and executive officers signed an agreement with Aurora to vote their shares in favor of the merger.
The acquisition, slated to close in the second quarter, is conditioned upon shareholder approval, regulatory approval and satisfaction of the proposed financing conditions.
NuCO2 has a 45-day go-shop period to solicit superior proposals from third parties. The period ends March 14. A $5 million termination fee is included in the companies' definitive merger agreement.
"Teaming up with Aurora brings to the company a partner who enthusiastically shares our goals of growth, outstanding customer service and operational excellence," NuCO2 chairman and chief executive officer Michael F. DeDomenico said in the release.
Aurora chairman Gerald L. Parsky said his company, a Los Angeles-based private equity investment firm, is committed to supporting NuCO2's long-term business goals as it seeks to enhance the company's value.
NuCO2 is a Stuart, Fla., bulk carbon dioxide supplier. The company was advised by UBS Investment Bank, which also committed debt financing for the transaction.
| Acquirer: | Aurora Capital Group
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| Target: | NuCO2 Inc.
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| Announcement date: | Jan. 30
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| Transaction total: | $487 million
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| Termination fee: | $5 million
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| Price per share: | $30.00
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| Expected closing: | Second quarter of 2008
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| Stock price of target: | Nasdaq: NUCO: $24.08 on Jan. 29
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