Welbilt Shareholders to Receive $24.00 per
Share in Cash
Ali Holding S.r.l. (“Ali Group”), one of the largest and most
diversified global leaders in the foodservice equipment industry,
and Welbilt, Inc. (NYSE:WBT) today announced that they have entered
into a definitive merger agreement under which Ali Group will
acquire Welbilt in an all-cash transaction for $24.00 per share, or
approximately $3.5 billion in aggregate equity value and $4.8
billion in enterprise value. The merger agreement has been
unanimously approved by the boards of directors of both
companies.
“We are pleased to announce this agreement with Welbilt and look
forward to combining our highly complementary brands to create a
comprehensive product portfolio and enhance our global footprint,”
said Filippo Berti, Ali Group Chairman and Chief Executive Officer.
“We have long admired Welbilt’s heritage, breadth of products,
brand strength and management team, and together we will have an
expanded range of innovative products. The transaction marks a
significant milestone in Ali Group’s history and will position us
to better serve our customers and capitalize on attractive growth
opportunities. We are excited to welcome Welbilt and its employees
to the Ali Group family as we strengthen our global presence and
continue to build on our culture of quality and innovation.”
“We are excited to reach this agreement with Ali Group, which
delivers outstanding value to Welbilt shareholders, provides new
opportunities for Welbilt employees and enables Welbilt to benefit
from the expertise and resources of Ali Group,” said Bill Johnson,
Welbilt’s President and Chief Executive Officer. “This transaction
provides a compelling and certain cash value to Welbilt
shareholders at an attractive premium and will create a global
leader in the foodservice equipment and solutions industry with a
full range of connectable foodservice solutions for our customers.
I want to thank each of our employees for their hard work and
dedication to the success of Welbilt, which has positioned us to
reach this agreement today. On behalf of the Welbilt Board and
management team, we are excited to work closely with Filippo and
the Ali Group team as we bring our companies together.”
In addition, Carl C. Icahn (and affiliates), who owns 7.7% of
Welbilt stock, has entered into a support agreement in favor of the
transaction.
Approvals and Timing
The transaction, which is not conditioned on financing, is
expected to close in early 2022, subject to the satisfaction of
customary closing conditions, including the approval of Welbilt
shareholders. Upon completion of the transaction, Welbilt’s shares
will no longer trade on The New York Stock Exchange.
Welbilt today also confirmed that it has terminated the previous
merger agreement entered into with The Middleby Corporation
(“Middleby”) on April 20, 2021. Per the terms of the Middleby
merger agreement, Ali Group has paid Middleby a $110 million
termination fee on Welbilt’s behalf as agreed to in the Ali Group
merger agreement. In light of the termination of the agreement with
Middleby, Welbilt is cancelling its July 21, 2021, special
stockholder meeting to approve the Middleby transaction. Welbilt
expects to announce a special stockholder meeting to approve the
Ali Group transaction at a later date.
Advisors
Goldman Sachs & Co. LLC has acted as Ali Group’s exclusive
financial advisor, with financing provided by Goldman Sachs
International and Mediobanca, and Alston & Bird is acting as
legal advisor. Morgan Stanley & Co. LLC is serving as exclusive
financial advisor to Welbilt, and Gibson, Dunn & Crutcher LLP
is serving as legal counsel.
About Ali Group
Founded in 1963, Ali Group is an Italian corporation with
headquarters located in Milan, Italy and North American operations
based in Chicago, Illinois. Through its subsidiaries, the company
designs, manufactures, markets and services a broad line of
commercial and institutional foodservice equipment used by major
restaurant and hotel chains, independent restaurants, hospitals,
schools, airports, correctional institutions and canteens.
Ali Group and its 80 global brands employ approximately 10,000
people in 30 countries and, in terms of sales, is one of the
world’s largest and most diversified global leaders in the
foodservice equipment industry. It has 58 manufacturing facilities
in 15 countries and sales and service subsidiaries throughout
Europe, North America, South America, the Middle East and Asia
Pacific.
For more information on Ali Group products and services, visit
www.aligroup.com.
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.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal which Ali Group has made for a business
combination transaction with Welbilt, Inc. In furtherance of this
proposal and subject to future developments, Ali Group (and, if a
negotiated transaction is agreed to, Welbilt) may file one or more
proxy statements or other documents with the SEC. This
communication is not a substitute for any proxy statement or other
document Ali Group and/or Welbilt may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF WELBILT ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy
statement (if and when available) will be mailed to stockholders of
Welbilt. Investors and security holders will be able to obtain free
copies of these documents (if and when available) and other
documents filed with the SEC by Ali Group through the web site
maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
Ali Group, together with the other participants named herein
(collectively, “Ali Group”), and certain of its directors and
executive officers may be deemed to be participants in any
solicitation with respect to the proposed transaction under the
rules of the SEC.
The participants in this solicitation are Ali Holding S.r.l. and
Filippo Berti (Chairman and Chief Executive Officer), Bradford D.
Willis (Chief Financial Officer), Ryan Blackman (Director of
Marketing and Communications), Andrea Cocchi (Chief Executive
Officer, EMEA and APAC), and Maurizio Anastasia (Chief Financial
Officer, EMEA and APAC). As of the date hereof, the Ali Group
(including officers, directors and other members of management)
does not own any shares of Welbilt.
Welbilt and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the
directors and executive officers of Welbilt is set forth in its
proxy statement for its 2021 annual meeting of shareholders, which
was filed with the SEC on March 15, 2021, and Welbilt’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on February 26, 2021. Other
information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC
regarding the proposed transaction when such materials become
available.
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version on businesswire.com: https://www.businesswire.com/news/home/20210714005699/en/
Ali Group Contacts
Investors and Analysts: Daniel Burch MacKenzie Partners,
Inc. (516) 429-2721 dburch@mackenziepartners.com
Jeanne Carr MacKenzie Partners, Inc. (917) 648-4478
jcarr@mackenziepartners.com
Media: Ryan Blackman Ali Group Director of Marketing and
Communications (847) 215-5090 rblackman@aligroup.com
Matthew Sherman / Andrew Siegel / Tanner Kaufman Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
tkaufman@joelefrank.com
Welbilt Contacts
Investors and Analysts: Rich Sheffer Vice President
Investor Relations, Risk Management and Treasurer Welbilt, Inc.
(727) 853-3079 richard.sheffer@welbilt.com
Media: David Reno/David Millar Sard Verbinnen & Co.
Welbilt-SVC@sardverb.com
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