Hyster-Yale Materials Handling, Inc.("Hyster-Yale") and the shareholders of Penta Holding S.p.A. ("Penta") (the majority shareholder of Bolzoni S.p.A.) announced that they have entered into a definitive agreement whereby Hyster-Yale agreed to acquire, through an indirect wholly-owned subsidiary, 100 percent of Penta's outstanding shares for an aggregate purchase price of EUR 53,495,837. Penta is the holder of a majority stake of approximately 50.4% in Bolzoni S.p.A. (the "Bolzoni Stake"). Bolzoni S.p.A. is an Italian company whose shares are listed and traded on the STAR segment of the Italian stock exchange ("Mercato Telematico Azionario"), operated and managed by Borsa Italiana S.p.A. Under the terms of the agreement, the parties have determined the purchase price for the Penta shares, which is not subject to any upward adjustment, by agreeing to a valuation of the Bolzoni Stake of EUR 4.30 per share (equal to an aggregate of EUR 56,368,984), which is inclusive of Bolzoni S.p.A.'s 2015 consolidated net income, and deducting the amount of Penta's net financial indebtedness. Such valuation of the Bolzoni Stake represents a premium of 16% and 21% on Bolzoni S.p.A. volume-weighted average trading price over the last 6 and 12 months, respectively, as of market close on February 12, 2016. The transaction has been unanimously approved by the Board of Directors of Hyster-Yale.
The closing of the transaction, which is expected to take place during the second quarter of 2016, is subject to customary closing conditions, including clearance by the German antitrust authority. There can be no assurance that all conditions will be met, that the acquisition of Penta (and indirectly of Bolzoni S.p.A.) will occur or that the anticipated benefits and effects of the transaction will be realized.
Following the closing of the transaction, Hyster-Yale, through an indirect wholly-owned subsidiary, will launch a mandatory tender offer for all of the outstanding shares of Bolzoni S.p.A. at the price in cash of EUR 4.30 per share (which is equal to the valuation of the Bolzoni Stake agreed upon by the parties in the agreement and which is inclusive of Bolzoni S.p.A.'s 2015 consolidated net income), pursuant to article 106, paragraphs 1 and 3 (a), of the Italian Legislative Decree No. 58 of February 24, 1998 and article 45 of CONSOB Regulation No. 11971 of May 14, 1999. Hyster-Yale intends to pursue the delisting of Bolzoni S.p.A. following completion of the mandatory tender offer. The acquisition is expected to be funded using Hyster-Yale's cash on hand and borrowings under Hyster-Yale's existing credit facility.
Based in Cleveland, Ohio, Hyster-Yale Materials Handling, Inc. designs, engineers, manufactures, sells and services a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster® and Yale® brand names. In addition, it owns Nuvera Fuel Cells, LLC, an alternative-power technology company focused on fuel-cell stacks and related systems, on-site hydrogen production and dispensing systems. Following completion of the mandatory tender offer for Bolzoni S.p.A, the proposed transaction is expected to add a wider spectrum of products to an already leading global materials handling business and provide an important platform for additional growth. For the twelve months ended September 30, 2015, Bolzoni S.p.A. had consolidated revenues of EUR 133.9 million. The proposed transaction is expected to be accretive to Hyster-Yale's earnings excluding one-time costs associated with the purchase.
Based in Piacenza, Italy, Bolzoni S.p.A. is a leading worldwide producer of attachments for forklift trucks under the Bolzoni Auramo and Meyer brand names. Under the terms of the transaction, following the closing, Bolzoni S.p.A. will become a subsidiary of Hyster-Yale, but is expected to continue to operate as a stand-alone business, with its own management team and Board of Directors. Roberto Scotti, Bolzoni's current Chief Executive Officer, is expected to continue to lead Bolzoni S.p.A. following the completion of the transaction. Mr. Scotti has more than 30 years of experience in the European forklift attachments industry, and he and his team have a proven track record of ongoing improvement of the operations and generation of significant improvements in cash flow.
Commenting on the transaction, Mr. Scotti said, "Bolzoni and Hyster-Yale have had a strong relationship over many years. This acquisition provides exciting opportunities for Bolzoni to expand its global reach while increasing its depth of penetration in certain markets. We also see tremendous opportunities to utilize our manufacturing capacity by insourcing components that Hyster-Yale currently purchases. Today, Bolzoni provides attachments and components to forklift OEMs, their sales network and customers and ensures the integrity of information is maintained at all times. This core operating principle will not change as a result of this acquisition."
Emilio Bolzoni, Chairman of Penta and Bolzoni S.p.A. said: "I am proud of the growth of Bolzoni over the past 70 years, thanks to the great professionalism of the people that contributed to it and of our great dedication to our customers. This transaction starts a new chapter in our history and I am delighted that we will continue to be run as a separate company as part of Hyster-Yale Group. In the course of our discussions it has been very interesting finding out the several similarities there are between Bolzoni and Hyster-Yale. The products, the history, the knowledge developed in Bolzoni are different but at the same time complementary to those of Hyster-Yale so much so as to make an interesting creation of value possible. These are the premises which are expected to lead to a successful combination."
Colin Wilson, President and Chief Executive Officer of Hyster-Yale Group, Inc., said, "Bolzoni is well-known as a reliable world-class supplier of attachments and has become the preferred supplier for Hyster® and Yale® products. We look forward to better meeting our customers' needs by broadening our product offerings as a result of this transaction. We remain committed to serving all of Bolzoni S.p.A.'s customers."
"Bolzoni has been investing in capacity expansion, and we see an opportunity to leverage this by absorbing Bolzoni's unused capacity. Bolzoni's historical strength is in Europe, which has growth opportunities, but Bolzoni has also been expanding in the Americas and has a presence in China, where we want to expand. We also envision using our global independent dealer network and strong relationships with customers with whom we sell directly to expand the sales of Hyster® and Yale® products fitted with Bolzoni's excellent range of specialized attachments. In considering this acquisition, we were attracted to Bolzoni's solid financial history with solid margin and EBITDA performance. We anticipate this transaction to be accretive to earnings excluding the effect of the immediate costs of the transaction," said Mr. Wilson.
Rothschild is serving as exclusive financial advisor to Hyster-Yale and Jones Day is serving as legal advisor in connection with the transaction. Crowe Horwath is serving as the sellers' legal advisor.
About Hyster-Yale Materials Handling, Inc.
Hyster-Yale Materials Handling, Inc., headquartered in Cleveland, Ohio, through its wholly-owned operating subsidiary, Hyster-Yale Group, Inc., designs, engineers, manufactures, sells and services a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster® and Yale® brand names. Nuvera Fuel Cells, LLC, a subsidiary of Hyster-Yale Group, Inc., is an alternative-power technology company focused on fuel-cell stacks and related systems, on-site hydrogen production and dispensing systems. For more information about Hyster-Yale and its brands, visit their website at www.hyster-yale.com.
About Penta Holding S.p.A. and Bolzoni S.p.A.
Penta Holding S.p.A. is an Italian holding company which owns a majority stake of approximately 50.4% in Bolzoni S.p.A., an Italian company whose shares are listed and traded on the STAR segment of the Italian stock exchange ("Mercato Telematico Azionario") operated and managed by Borsa Italiana S.p.A. Bolzoni S.p.A. is a leading worldwide producer of attachments for forklift trucks. Through the design, production and distribution of a wide range of attachments, Bolzoni S.p.A. has an important presence in the market niche of lift-truck attachments and industrial material handling. For more information about Bolzoni S.p.A., please visit their website at www.bolzonigroup.com.
The mandatory tender offer to purchase shares of Bolzoni S.p.A. common stock referenced to in this release has not yet commenced, and this release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities.