Edwards Group Limited - Shareholders Approve Atlas Copco Acquisition
October 04 2013 - 5:00AM
Edwards Group Limited (Nasdaq:EVAC) ("Edwards" or the "Company"), a
leading developer and manufacturer of sophisticated vacuum
products, abatement systems and related value-added services,
announces that an Extraordinary General Meeting ("EGM") of its
shareholders convened today has approved by the requisite majority,
the proposed merger with Atlas Copco Group (NASDAQ OMX Stockholm:
ATCO A, ATCO B), the Sweden-based provider of industrial
productivity solutions, pursuant to a definitive merger agreement
entered into on August 19, 2013.
Under the terms of the merger agreement, a subsidiary of Atlas
Copco will acquire Edwards for a per-share consideration of up to
$10.50, which includes a fixed cash payment of $9.25 at closing and
an additional payment of up to $1.25 per share post-closing,
depending on Edwards's achievement of 2013 revenue within the range
of £587.5 million to £650 million and achievement of a related
Adjusted EBITDA target within the range of £113.9 million to £145
million. The transaction is expected to close in the first quarter
of 2014.
Approximately 95% of the outstanding ordinary shares (including
ordinary shares underlying outstanding American Depositary Shares)
were voted at the EGM, with approximately 98% of such voted shares
voting in favour of the merger.
Additionally, Edwards announced that David Smith, Chief
Financial Officer, will with the agreement of the Board, leave the
Company with effect from December 31, 2013 in order to take up a
new opportunity at the start of 2014.
Forward-Looking Statements
This document may include forward-looking
statements such as statements regarding the Company's business
strategy, financial condition, results of operations and market
data, as well as other statements that are not historical facts. By
their nature, forward-looking statements are subject to numerous
factors, risks and uncertainties that could cause actual outcomes
and results to be materially different from those projected.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Except for any ongoing obligation to
disclose material information as required by the United States
federal securities laws, the Company does not have any intention or
obligation to publicly update or revise any forward-looking
statements after the Company distributes this document, whether to
reflect any future events or circumstances or otherwise. For a
discussion of potential risks and uncertainties, please refer to
the risk factors listed in the Company's SEC filings. Copies of the
Company's SEC filings are available from the SEC website,
www.sec.gov.
About Edwards
Edwards is a leading developer and manufacturer of sophisticated
vacuum products, abatement systems and related value-added
services. These are integral to manufacturing processes for
semiconductors, flat panel displays, LEDs and solar cells; are used
within an increasingly diverse range of industrial processes
including power, glass and other coating applications, steel and
other metallurgy, pharmaceutical and chemical; and for both
scientific instruments and a wide range of R&D
applications.
Edwards has over 3,200 full-time employees and 500 temporary
workers operating in approximately 30 countries worldwide engaged
in the design, manufacture and support of high technology vacuum
and exhaust management equipment.
Edwards' American Depositary Shares trade on The NASDAQ Global
Select Market under the symbol EVAC. Further information about
Edwards can be found at www.edwardsvacuum.com.
EVAC-F
CONTACT: Investor Relations:
Ross Hawley
Head of Investor Relations
Edwards
+44 (0)1293 528844
investors@edwardsvacuum.com
Monica Gould
The Blueshirt Group
+1 212 871-3927
monica@blueshirtgroup.com
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