The Middleby Corporation (NASDAQ: MIDD) announced today the
terms of a recommended cash acquisition of AGA Rangemaster Group
plc (“AGA”) for £1.85 per share. The proposed transaction
represents an equity value of approximately £129.2 million GBP or
approximately $200 million USD.
AGA is a leading manufacturer of residential kitchen equipment
including ranges, ovens and refrigeration. The AGA portfolio of
premium brands in the kitchen appliance sector includes AGA,
Rangemaster, Mercury, Falcon, Marvel, Stanley and La Cornue.
Headquartered in Leamington SPA (U.K.), AGA has approximately $400
million in annual revenues and more than 2,500 employees
worldwide.
“The addition of AGA’s world class brands, product range and
manufacturing capability to our existing portfolio will further
strengthen Middleby’s global reach and enhance our position as a
leader in the premium segment for residential kitchen equipment,”
said Selim A. Bassoul, Chairman and Chief Executive Officer of The
Middleby Corporation. “We believe this transaction will provide
meaningful synergies as we build upon the combined strengths of
both Middleby and AGA. We will leverage the existing sales, service
and manufacturing capabilities of AGA with the Middleby market
expertise, product innovation and well established global
distribution network.”
On a GAAP reported basis, Middleby estimates the acquisition to
be accretive to 2016 earnings.
It is intended the acquisition will be implemented by means of a
Court sanctioned scheme of arrangement (“Scheme”) under part 26 of
the UK Companies Act 2006. The acquisition is conditional on, among
other things the approval of AGA shareholders. The transaction is
expected to close in the third quarter, subject to customary
closing conditions and regulatory approvals.
Middleby will finance the transaction under its current $1.0
billion revolving credit facility.
Morgan Stanley acted as the financial advisor and Skadden, Arps,
Slate, Meagher & Flom LLP was the legal advisor to Middleby on
the transaction.
More information on the AGA Rangemaster Group plc, please visit
www.agarangemaster.com.
Conference Call
A conference call has been scheduled for 12:30 pm ET/11:30 am CT
on July 15, 2015 to discuss the AGA acquisition. Participants can
access the call and materials at www.middleby.com under the
Investor Relations tab or dial (877) 303-6993 from the U.S. or
(760) 666-3611 from locations outside of the U.S. and enter PIN
85341950#. Materials related to the acquisition will be posted to
the Middleby website at www.middleby.com in advance of the
call.
A playback will be available approximately one hour after the
call by dialing (404) 537-3406 and entering 85341950#.
About The Middleby Corporation
The Middleby Corporation is a global leader in the foodservice
equipment industry. The company develops, manufactures, markets and
services a broad line of equipment used in the commercial
foodservice, food processing, and residential kitchen equipment
industries. The company's leading equipment brands serving the
commercial foodservice industry include Anets®, Beech®, Blodgett®,
Blodgett Combi®, Blodgett Range®, Bloomfield®, Britannia®,
Carter-Hoffmann®, Celfrost®, Concordia®, CookTek®, CTX®, Desmon®,
Doyon®, Eswood®, frifri®, Giga®, Goldstein® , Holman®, Houno®,
IMC®, Induc®, Jade®, Lang®, Lincat®, MagiKitch'n®, Market Forge®,
Marsal®, Middleby Marshall®, MPC©, Nieco®, NuVu®, PerfectFry®,
Pitco Frialator®, Southbend®, Star®, Toastmaster®, TurboChef®,
Viking®, Wells® and Wunder-Bar®. The company’s leading equipment
brands serving the food processing industry include Alkar®, Armor
Inox®, Auto-Bake®, Baker Thermal Solutions®, Cozzini®, Danfotech®,
Drake®, MaurerAtmos®, MP Equipment®, Processing Equipment
Solutions®, RapidPak®, Spooner Vicars®, Stewart Systems® and
Thurne®. The company’s leading equipment brands serving the
residential kitchen industry include Brigade®, Jade®, TurboChef®,
Viking® and U-Line®. In 2014, The Middleby Corporation was named a
Fastest Growing Company by Fortune Magazine.
For more information about The Middleby Corporation and the
company brands, please visit www.middleby.com.
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The Middleby CorporationDarcy Bretz, (847) 429-7756orTim
FitzGerald, (847) 429-7744
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