Gardner Denver, Inc. Completes Acquisition of Thomas Industries Inc.
01 Julio 2005 - 2:00PM
PR Newswire (US)
Gardner Denver, Inc. Completes Acquisition of Thomas Industries
Inc. QUINCY, Ill., July 1 /PRNewswire-FirstCall/ -- Gardner Denver,
Inc. (NYSE:GDI) reported today that it has completed its previously
announced acquisition of Thomas Industries Inc. ("Thomas")
(NYSE:TII). Total cash consideration for the outstanding shares and
share equivalents of Thomas amounted to $734.2 million. The net
transaction value, including the assumption of $8.7 million of long
term debt and net of $262.8 million of cash acquired, was
approximately $480.1 million. Gardner Denver had previously
announced the completion of its financings in connection with the
Thomas acquisition. These included the public offering of 5,658,000
shares of Gardner Denver's common stock at $37.00 per share and a
private placement of $125 million aggregate principal amount of 8%
Senior Subordinated Notes due 2013. Both of these financings were
completed in early May 2005 and are expected to reduce the
Company's diluted earnings per share (DEPS) by approximately $0.09
in the second quarter. Additionally, the dilutive effect of the May
2005 equity offering on the results of the Company's businesses
that existed prior to the Thomas acquisition is expected to reduce
DEPS by approximately $0.27 to $0.29 in the second half of 2005
based on our previously existing earnings expectations. In
addition, the Company has amended and restated its existing credit
agreement with a syndicate of commercial banks to provide for a new
$380 million five-year senior secured term loan to replace the
existing $144 million term loan. The new term loan will be funded
simultaneously with the completion of the Thomas acquisition. Based
on the current three-month LIBOR interest rate, the initial
interest rate on the new term loan will be approximately 5.25%.
Thomas, a worldwide leader in the design, manufacture and marketing
of precision engineered pumps and compressors, reported net sales
and operating income for the three months ended March 31, 2005 of
$110.0 million and $9.0 million, respectively. Operating income for
the three-month period of 2005 included depreciation and
amortization of $4.6 million and $1.6 million for legal and
professional fees related to this transaction. As a result of
certain non-recurring and non-cash adjustments required under
accounting principles generally accepted in the U.S. (primarily the
adjustment of inventory to fair value) and incremental depreciation
and amortization, the addition of Thomas is expected to reduce
Gardner Denver's third quarter 2005 DEPS by $0.06 to $0.08. In the
fourth quarter, however, Thomas is expected to be accretive to DEPS
by $0.06 to $0.08. These expectations include incremental interest
expense on the acquisition related debt financing and reflect a 30%
effective tax rate on the combined businesses. The Thomas
acquisition, including the impact of some slight upward pressure on
the 2006 combined effective tax rate, is expected to be accretive
to net income in 2006. Cautionary Statement Regarding
Forward-Looking Statements All of the statements in this release,
other than historical facts, are forward-looking statements made in
reliance upon the safe harbor of the Private Securities Litigation
Reform Act of 1995, including, without limitations, the expected
effect on earnings from the acquisition. As a general matter,
forward-looking statements are those focused upon anticipated
events or trends and expectations and beliefs relating to matters
that are not historical in nature. Such forward-looking statements
are subject to uncertainties and factors relating to the Company's
operations and business environment, all of which are difficult to
predict and many of which are beyond the control of the Company.
These uncertainties and factors could cause actual results to
differ materially from those matters expressed in or implied by
such forward-looking statements. The following uncertainties and
factors, among others, could affect future performance and cause
actual results to differ materially from those expressed in or
implied by forward-looking statements: (1) the ability to
effectively integrate the Thomas Industries acquisition and realize
anticipated cost savings, synergies and revenue enhancements and
(2) the list of other uncertainties and factors set forth in the
Company's quarterly report on Form 10-Q for the period ended March
31, 2005, filed on May 10, 2005. The Company does not undertake,
and hereby disclaims, any duty to update these forward- looking
statements, even though its situation and circumstances may change
in the future. Gardner Denver, with 2004 revenues of $740 million
($1,306 million on a pro forma basis including the acquisition of
Nash Elmo, which was completed in September 2004, and Thomas
Industries), is a leading worldwide manufacturer of reciprocating,
rotary and vane compressors, liquid ring pumps and blowers for
various industrial and transportation applications, pumps used in
the petroleum and industrial markets, and other fluid transfer
equipment serving chemical, petroleum, and food industries. Gardner
Denver's news releases are available by visiting the Investor
Relations page on the Company's website (
http://www.gardnerdenver.com/ ). DATASOURCE: Gardner Denver, Inc.
CONTACT: Helen W. Cornell, Vice President, Finance and CFO of
Gardner Denver, Inc., +1-217-228-8209 Web site:
http://www.gardnerdenver.com/ Company News On-Call:
http://www.prnewswire.com/comp/303875.html
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