Press Release
ITW Reaches Agreement to Acquire Enodis plc for $2.3 billion; Acquisition to Expand
Product Categories and Fast Food Segment Opportunities for ITW's Existing Food Equipment
Business Platform
Glenview, Illinois – May 8, 2008
Illinois Tool Works Inc. (NYSE:ITW) today announced that an agreement has been reached
with the Enodis plc Board of Directors on the terms of a recommended $2.1 billion
cash offer to purchase the entire issued and to be issued ordinary share capital
of Enodis. The transaction also includes the assumption of Enodis' net debt, which
was $210 million as of September 30, 2007, bringing the total fair market value
to $2.3 billion.
Under the terms of the offer, Enodis shareholders will receive 280 pence in cash
for each share. In addition, prior to the transaction becoming effective, Enodis
will pay an interim dividend of 2 pence per share for the fiscal year ending September
30, 2008. The transaction is structured as a court-sanctioned scheme of arrangement
under the laws of the U.K. The transaction is subject to court approval in the U.K.,
the approval of Enodis shareholders, and traditional regulatory approvals in various
jurisdictions. ITW expects the transaction to close in August 2008.
Enodis, a leader in the commercial foodservice equipment industry, had reported
revenues of approximately $1.6 billion for fiscal year ended September 30, 2007.
The company's extensive product line includes state-of the-art food equipment mainly
for fast food restaurants, institutions and supermarket/grocery stores. Major products
encompass cooking equipment, ice and beverage dispensing equipment, and stand-alone
refrigeration as well as refrigerated display cases. Enodis' well known brand names
include Frymaster, Garland, Lincoln, Scotsman, Convotherm and Kysor Warren.
ITW's existing food equipment businesses had revenues of $1.9 billion in 2007 and
feature highly-regarded products primarily for casual dining restaurants, institutions
and supermarket/grocery stores. Key products include warewashing equipment, cooking
and food processing equipment, refrigeration equipment and ventilation and pollution
control systems. ITW food equipment's leading brand names include Hobart, Vulcan,
Traulsen, Avery Berkel and Bonnet. With more than 50 businesses in 23 countries,
food equipment represented 12 percent of ITW's total company revenues in 2007.
"We strongly believe this cash offer brings significant value to Enodis' shareholders,"
said David B. Speer, chairman and chief executive officer. "The ITW offer represents
a 9 percent premium to a competitive offer and a 56 percent premium to Enodis' average
closing price for the 12 months ending April 8, 2008."
"We believe that the combination of ITW Food Equipment and Enodis will create an
expanded global food equipment platform with very complementary strategic, operational
and geographical growth positions," said Speer. "The collective businesses will
have a significantly enhanced product portfolio in addition to greater scale to
compete even more effectively and successfully in the global food equipment industry."
"As we have done in past acquisitions, we intend to operate Enodis as a stand alone
business group within the Food Equipment segment. We also recognize the importance
of Enodis' workforce to our future success and look forward to welcoming them into
ITW's food equipment group," said Speer.
ITW has scheduled a May 8 conference call to discuss this transaction at 9:00 a.m.
CT. Interested participants can access the call by dialing 312-470-0008. The pass
code ITW is necessary to join the call. The replay number is 203-369-1927; no pass
code is necessary. There will be a synchronized slide show of the Company's presentation
accompanying the web cast audio that can be accessed via its website at www.itw.com.
Interested participants should then access the investor relations tab.
This announcement includes "forward-looking statements" intended to qualify for
the safe harbor from liability under the Private Securities Litigation Reform Act
of 1995. These statements are based on the current expectations of the management
of ITW and are subject to uncertainty and changes in circumstances. The forward-looking
statement contained herein include statements about the expected effects on ITW
of the proposed acquisition of Enodis, the expected timing and conditions precedent
relating to the proposed acquisition of Enodis, anticipated earnings enhancements
and other strategic options, and all other statements typically containing words
such as "intends", "expects", "anticipates", "believes", "estimates" and words of
similar import. By their nature, forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties because they relate
to events and depend on circumstances that will occur in the future. Important factors
that could cause actual results to differ materially from the Company's expectations
include, but are not limited to, unanticipated issues associated with satisfaction
of the conditions precedent relating to the proposed acquisition, the inability
to integrate successfully Enodis within ITW and changes in anticipated costs related
to the acquisition of Enodis. Additional factors that could cause results to differ
are set forth in ITW's Form 10Q for the 2008 first quarter.
Enodis is one of the leading global food and beverage equipment manufacturers with
approximately 6,800 employees and 30 factories in 9 countries. Listed in London
and operationally headquartered in Tampa, Florida, the Group's products can be found
in over 100 countries. The Group's operations comprise two primary divisions: Global
Foodservice Equipment and Food Retail Equipment.
With $16.2 billion in revenues, ITW is a multinational manufacturer of a diversified
range of value-added industrial products and equipment. The Company consists of
approximately 825 business units in 52 countries and employs some 60,000 people.
Contact: John Brooklier, 847-657-4104 or jbrooklier@itw.com