ELKHART, Ind., Jan. 21, 2019 /PRNewswire/ -- Thor Industries,
Inc. (NYSE:THO) today provided an update on its pending acquisition
of the Erwin Hymer Group (EHG). The Company announced that
Thor and the sellers are finalizing discussions to exclude EHG's
North American operations from Thor's purchase of EHG. Thor
and EHG are currently negotiating appropriate revisions to the
terms of the stock purchase agreement including adjustments to the
purchase price and assumed liabilities as a consequence of the
exclusion of EHG's North American operations.
Upon completion of the current negotiations, Thor will provide
an update regarding the changes to the financial terms of the
agreement resulting from the exclusion of the EHG's North American
operations from the transaction. The revised terms are expected to
include, among other things, both a reduction in the purchase price
and a reduction in the obligations the Company would have otherwise
assumed under the terms of the original stock purchase agreement,
as well as a reduction in the acquisition financing debt the
Company has syndicated to fund the purchase. The equity
consideration component of the purchase price is not anticipated to
change and the negotiated adjustments are expected to be made
within the terms of the Company's committed acquisition debt
financing agreements.
The combination of Thor and EHG will create the world's largest
RV manufacturer, with leading positions in both North America and Europe. EHG's European operations, which
represent the vast majority and core of EHG's operations, were and
are the driving strategic rationale for the acquisition. The
acquisition of EHG will provide attractive growth opportunities for
the Company, both in the near and long term, through EHG's access
to the growing European RV market.
Thor noted that it has received all requisite regulatory
approvals. Thor expects that its purchase of EHG will be completed
within the Company's fiscal third quarter.
About Thor Industries, Inc.
Thor is the sole owner of
operating subsidiaries that, combined, represent the world's
largest manufacturer of recreational vehicles. For more information
on the Company and its products, please go to
www.thorindustries.com.
Forward Looking Statements
This release includes
certain statements that are "forward looking" statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward looking statements are made based on
management's current expectations and beliefs regarding future and
anticipated developments and their effects upon Thor, and
inherently involve uncertainties and risks. These forward looking
statements are not a guarantee of future performance. We cannot
assure you that actual results will not differ materially from our
expectations. Factors which could cause materially different
results include, among others, raw material and commodity price
fluctuations; raw material, commodity or chassis supply
restrictions; the impact of tariffs on material or other input
costs; the level and magnitude of warranty claims incurred;
legislative, regulatory and tax law and/or policy developments
including their potential impact on our dealers and their retail
customers or on our suppliers; the costs of compliance with
governmental regulation; legal and compliance issues including
those that may arise in conjunction with recently completed or
announced transactions; lower consumer confidence and the level of
discretionary consumer spending; interest rate fluctuations; the
potential impact of interest rate fluctuations on the general
economy and specifically on our dealers and consumers; restrictive
lending practices; management changes; the success of new and
existing products and services; consumer preferences; the ability
to efficiently utilize production facilities; the pace of
acquisitions and the successful closing, integration and financial
impact thereof; the potential loss of existing customers of
acquisitions; our ability to retain key management personnel of
acquired companies; a shortage of necessary personnel for
production; the loss or reduction of sales to key dealers;
disruption of the delivery of units to dealers; increasing costs
for freight and transportation; asset impairment charges; cost
structure changes; competition; the impact of potential losses
under repurchase agreements; the potential impact of the strength
of the U.S. dollar on international demand; general economic,
market and political conditions; and changes to investment and
capital allocation strategies or other facets of our strategic
plan. Additional risks and uncertainties surrounding the
acquisition of Erwin Hymer Group SE (the "Erwin Hymer Group")
include risks regarding the anticipated timing of the closing of
the acquisition, the potential benefits of the proposed acquisition
and the anticipated operating synergies, the satisfaction of the
conditions to closing the acquisition in the anticipated timeframe
or at all, the integration of the business, changes in Euro-U.S.
dollar exchange rates that could impact the mark-to-market value of
outstanding derivative instruments, the impact of exchange rate
fluctuations and unknown or understated liabilities related to the
acquisition and Erwin Hymer Group's business. These and other risks
and uncertainties are discussed more fully in Item 1A of our Annual
Report on Form 10-K for the year ended July
31, 2018 and Part II, Item 1A of our quarterly report on
Form 10-Q for the period ended October 31,
2018.
We disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained in
this release or to reflect any change in our expectations after the
date hereof or any change in events, conditions or circumstances on
which any statement is based, except as required by law.
Contact
Mark
Trinske
Vice President of Investor Relations
(574) 970-7912
mtrinske@thorindustries.com
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SOURCE Thor Industries, Inc.