By Lisa Kerner
Charlotte, N.C., Feb. 20 - Altra Holdings, Inc. entered into a definitive agreement for its wholly owned subsidiary to acquire TB Wood's Corp. for $24.80 per share in a cash tender offer expected to close in April.
Both companies' boards of directors have unanimously approved the transaction, which includes a $4.5 million termination fee, according to a company news release.
The tender offer is subject to at least 66 2/3% of the shares of TB Wood's being tendered and not withdrawn, as well as other customary tender conditions.
TB Wood's largest stockholder, Thomas Foley, has agreed to tender 1.6 million shares in the offer, or about 42.4% of the shares currently issued and outstanding.
Holders of TB Wood's shares that have not been tendered will be entitled to receive $24.80 per share in cash upon completion of the merger, according to the release.
Following the tender offer, TB Wood's will become a wholly owned subsidiary of Altra.
Altra has a financing arrangement with Jefferies and Co., Inc., including a bridge loan commitment.
"TB Wood's is a great fit with the existing Altra platforms," Altra chairman and chief executive officer Michael L. Hurt said in the release.
"The acquisition of TB Wood's broadens our growing coupling product line and adds engineered belted drive systems as well as adjustable speed electronic drives and systems to our product portfolio."
TB Wood's, based in Chambersburg, Pa., manufactures electronic and mechanical industrial power transmission products.
Altra produces electromechanical power transmission products in Quincy, Mass.
| Acquirer: | Altra Holdings, Inc.
|
| Target: | TB Wood's Corp.
|
| Payment per share: | $24.80
|
| Termination fee: | $4.5 million
|
| Announcement date: | Feb. 20
|
| Expected closing: | April
|
| Stock price for acquirer: | Nasdaq: AIMC; $16.40 on Feb. 16
|
| Stock price for target: | Nasdaq: TBWC; $17.00 on Feb. 16
|
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