Gardner Denver, Inc. GDI and Kohlberg Kravis Roberts & Co. L.P.
KKR today announced that the companies have
entered into a definitive merger agreement in a transaction valued at
approximately $3.9 billion, including the assumption of debt.
Under the terms of the merger agreement, KKR will acquire all of the
outstanding shares of Gardner Denver common stock for $76 per share in cash.
This price represents a premium of approximately 39 percent to Gardner
Denver's share price on October 24, 2012, the day before the Company confirmed
that it had begun to explore strategic alternatives. The merger is subject to
approval from Gardner Denver's shareholders, regulatory approvals and other
customary closing conditions. The Board of Directors of Gardner Denver
unanimously approved the merger agreement and recommends that Gardner Denver
shareholders vote in favor of the transaction. The transaction is currently
expected to close in the third quarter of 2013.
“After a thorough review of strategic alternatives to enhance shareholder
value, we are pleased to provide our shareholders with immediate and
substantial cash value representing a significant premium to our unaffected
share price,” said Michael M. Larsen, Gardner Denver's President and Chief
Executive Officer. “In addition to the significant value to our shareholders,
Gardner Denver will benefit from KKR's track record of execution as the
Company continues to pursue its strategy focused on driving organic growth,
particularly in underserved markets, and building new revenue streams in the
aftermarket and through the introduction of innovative customer-centric
solutions across its businesses. We anticipate this transaction will create
opportunities to accelerate the operating initiatives already underway and we
are confident that it will also be beneficial for our employees, customers and
all other stakeholders.
“Our success and this positive development is a testament to our dedicated
employees who will continue to build on the momentum that our team has worked
so hard to create,” continued Mr. Larsen. “As we position Gardner Denver to
enter its next phase of growth and success, we look forward to working closely
with KKR to seamlessly close this transaction.”
Pete Stavros, Member of KKR and head of the firm's Industrials investment
team, said, “Gardner Denver is an outstanding business with a rich heritage of
manufacturing excellence, innovation and quality that spans well over 100
years. The Company has an impressive group of talented and dedicated
employees, and we look forward to working closely with them to drive future
growth and value. The long-term future of Gardner Denver is bright.”
The transaction is being made through KKR's investment funds.
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