Welbilt Board Determines That Revised Proposal From Ali Group Is a “Company Superior Proposal”
July 06 2021 - 7:38PM
Business Wire
Welbilt (NYSE:WBT) today announced that the Welbilt Board of
Directors, in consultation with its legal and financial advisors,
has determined that the revised unsolicited proposal (the “Revised
Unsolicited Proposal”) from Ali Holding S.r.l. constitutes a
“Company Superior Proposal”, as defined in Welbilt’s previously
announced merger agreement with The Middleby Corporation
(NASDAQ:MIDD). Under the terms of the Revised Unsolicited Proposal,
Ali Group would acquire all of the outstanding shares of Welbilt
common stock for $24 per share in cash, an increase from the
previously disclosed $23 per share cash proposal made by Ali Group
on May 25, 2021, which implies an enterprise value of approximately
$4.8 billion. The proposal is binding on Ali Group and may be
accepted by Welbilt prior to July 14, 2021. Closing of the
transaction would be subject to approval by the stockholders of
Welbilt, receipt of other regulatory approvals and other customary
closing conditions.
Welbilt has notified Middleby that it intends to terminate
Middleby’s merger agreement with Welbilt and enter into a
definitive merger agreement with Ali Group, subject to Middleby’s
right to negotiate amendments to the merger agreement for five
business days and the Welbilt Board’s further determination as to
whether any such amendments would cause the Ali Group proposal to
no longer constitute a “Company Superior Proposal.”
Morgan Stanley & Co. LLC is serving as financial advisor to
Welbilt. Gibson, Dunn & Crutcher LLP is serving as legal
counsel.
About Welbilt, Inc.
Welbilt, Inc. provides the world’s top chefs, premier chain
operators and growing independents with industry-leading equipment
and solutions. Our innovative products and solutions are powered by
our deep knowledge, operator insights, and culinary expertise. Our
portfolio of award-winning product brands includes Cleveland™,
Convotherm®, Crem®, Delfield®, Frymaster®, Garland®, Kolpak®,
Lincoln®, Manitowoc® Ice, Merco®, Merrychef® and Multiplex®. These
product brands are supported by three service brands: KitchenCare®,
our aftermarket parts and service brand, FitKitchen®, our
fully-integrated kitchen systems brand, and KitchenConnect®, our
cloud-based digital platform brand. Headquartered in the Tampa Bay
region of Florida and operating 19 manufacturing facilities
throughout the Americas, Europe and Asia, we sell through a global
network of over 5,000 distributors, dealers, buying groups and
manufacturers' representatives in over 100 countries. We have
approximately 4,500 employees and generated sales of $1.2 billion
in 2020. For more information, visit www.welbilt.com.
Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Exchange
Act. Such forward-looking statements, including those regarding the
timing and consummation of the transactions described herein,
involve risks and uncertainties, including, but are not limited to,
the following factors: the risk that the conditions to the closing
of any transaction are not satisfied, including the risk that
required approvals of any transaction from the stockholders of
Welbilt or from regulators are not obtained; litigation relating to
any transaction; and uncertainties as to the timing of the
consummation of a transaction and the ability of any party to
consummate the transaction. Other factors that might cause such a
difference include those discussed in Welbilt’s filings with the
SEC, which include its Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, and in the
joint proxy statement/prospectus on Form S-4 filed in connection
with the Middleby transaction. For more information, see the
section entitled “Risk Factors” and the forward looking statements
disclosure contained in Welbilt’s Annual Reports on Form 10-K and
in other filings. The forward-looking statements included in this
communication are made only as of the date hereof and, except as
required by federal securities laws and rules and regulations of
the SEC, Welbilt undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to
Find It
In connection with the Middleby merger agreement, Middleby and
Welbilt have filed with the SEC a registration statement on Form
S-4 (SEC File No. 333-256653) that includes a joint proxy statement
of Middleby and Welbilt that also constitutes a prospectus of
Middleby. The registration statement was declared effective by the
SEC on June 11, 2021, and the joint proxy statement/prospectus was
mailed or otherwise disseminated to shareholders of Middleby and
Welbilt. Welbilt has also filed and plans to file other relevant
documents with the SEC regarding the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders can obtain free copies of the joint proxy
statement/prospectus and other documents filed with the SEC by
Welbilt through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by Welbilt will be
available free of charge on Welbilt’s website at www.welbilt.com or
by contacting Welbilt’s Investor Relations Department by email at
Richard.sheffer@welbilt.com or by phone at (727) 853-3079.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy any securities
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210706005844/en/
Investors Rich Sheffer Vice President Investor Relations,
Risk Management and Treasurer Welbilt, Inc. +1 (727) 853-3079
Richard.sheffer@welbilt.com
Media David Reno/David Millar Sard Verbinnen & Co.
Welbilt-SVC@sardverb.com
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