Notable Mergers and Acquisitions of the Day 01/02: (CAR)/(ZIP) (MIDD) (MT) (UFPI)
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* Avis Budget Group, Inc. (Nasdaq: CAR) and Zipcar, Inc. (Nasdaq: ZIP) announced that Avis Budget Group has agreed to acquire Zipcar for $12.25 per share in cash, a 49% premium over the closing price on December 31, 2012, representing a total transaction value of approximately $500 million. The transaction is subject to approval by Zipcar shareholders and other customary closing conditions, and is expected to be completed in the spring of 2013. The Boards of Directors of both companies unanimously approved the transaction, and Zipcar shareholders representing approximately 32% of the outstanding common stock have agreed to vote their shares in support of the transaction.
Car sharing has grown to be a nearly $400 million business in the United States and is expanding rapidly in major cities around the world. Zipcar has led this industry, leading in innovation and world-class service. Zipcar now has more than 760,000 members, known as Zipsters, with a market-leading presence in 20 major metropolitan areas in the United States, Canada and Europe, and fleet positioned at over 300 college and university campuses. Zipcar has combined leading-edge technology, an outstanding customer experience, and clear brand messaging to develop strong loyalty and advocacy among its customers.
Following the acquisition, Zipcar will operate as a subsidiary of Avis Budget Group and will continue with its planned move to new headquarters in Boston, Massachusetts. Avis Budget anticipates that key members of the Zipcar management team, including Mr. Griffith and Mark Norman, president and chief operating officer, will continue to set the overall direction and run day-to-day operations of Zipcar.
Avis Budget Group expects to fund the purchase price primarily with incremental corporate debt borrowings, as well as available cash. As of September 30, 2012, Avis Budget Group had cash and marketable securities of approximately $554 million, and Zipcar had cash and marketable securities of approximately $82 million, or approximately $2 per Zipcar share.
Citigroup is acting as financial advisor, and Kirkland & Ellis LLP is acting as legal counsel, to Avis Budget Group. Morgan Stanley is acting as financial advisor, and Latham & Watkins LLP is acting as legal counsel, to Zipcar.
Separately, Avis Budget Group today reiterated its previous estimates of its full-year 2012 results. Avis Budget continues to expect that its full-year 2012 revenue will be approximately $7.3 billion, a 24% increase compared to 2011, and that its 2012 Adjusted EBITDA will be approximately $825 million to $840 million, excluding certain items, an increase of 35% to 38% compared to the prior year. Avis Budget also continues to expect that its 2012 pretax income will be $450 million to $465 million and that its diluted earnings per share will be approximately $2.35 to $2.45, excluding certain items
* After markets closed Monday, Middleby Corp (NASDAQ: MIDD) announced the acquisition of Viking Range Corporation for $380 million in cash.
Viking is a leading manufacturer of premium residential cooking ranges, ovens and kitchen appliances. Headquartered in Greenwood, Mississippi, Viking has approximately $200 million in annual revenues.
* ArcelorMittal (NYSE: MT) will sell a $1.1 billion stake in Canada's Labrador Trough iron ore mining and infrastructure asset, equal to about 15 percent of the company. The sale will be made to to a consortium led by South Korean steelmaker POSCO and China Steel.
ArcelorMittal will form a joint venture with POSCO and China Steel, entering long-term iron ore supply agreements to boot.
The deal should close in the first-half of 2013, China Steel noted.
POSCO and China Steel are said to be contributing a total of $540 million, with the balance being paid by investors, including the South Korean Pension Service.
* Universal Forest Products, Inc. (Nasdaq: UFPI) announced this morning that a subsidiary has closed on the acquisition of Custom Caseworks, Inc., a high-precision business-to-business manufacturer of engineered wood products in many commercial markets. The purchase enhances Universal’s industrial business and expands its opportunities and product offerings.
Founded in 1994 and located in Sauk Rapids, Minn., Custom Caseworks is a manufacturer of point-of-purchase and commercial store fixtures, commercial casework and office furniture, laminated and painted wood panels, and OEM-manufactured and private label products. Its products and processes are strong complements to Universal’s growing industrial products and customer base. Custom Caseworks has annual sales of nearly $7 million, and recently added capacity for future growth. The addition of Custom Caseworks furthers Universal’s strategic objective to expand into new, value-added product lines for the industrial market, and adds capabilities to Universal’s offerings.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
Car sharing has grown to be a nearly $400 million business in the United States and is expanding rapidly in major cities around the world. Zipcar has led this industry, leading in innovation and world-class service. Zipcar now has more than 760,000 members, known as Zipsters, with a market-leading presence in 20 major metropolitan areas in the United States, Canada and Europe, and fleet positioned at over 300 college and university campuses. Zipcar has combined leading-edge technology, an outstanding customer experience, and clear brand messaging to develop strong loyalty and advocacy among its customers.
Following the acquisition, Zipcar will operate as a subsidiary of Avis Budget Group and will continue with its planned move to new headquarters in Boston, Massachusetts. Avis Budget anticipates that key members of the Zipcar management team, including Mr. Griffith and Mark Norman, president and chief operating officer, will continue to set the overall direction and run day-to-day operations of Zipcar.
Avis Budget Group expects to fund the purchase price primarily with incremental corporate debt borrowings, as well as available cash. As of September 30, 2012, Avis Budget Group had cash and marketable securities of approximately $554 million, and Zipcar had cash and marketable securities of approximately $82 million, or approximately $2 per Zipcar share.
Citigroup is acting as financial advisor, and Kirkland & Ellis LLP is acting as legal counsel, to Avis Budget Group. Morgan Stanley is acting as financial advisor, and Latham & Watkins LLP is acting as legal counsel, to Zipcar.
Separately, Avis Budget Group today reiterated its previous estimates of its full-year 2012 results. Avis Budget continues to expect that its full-year 2012 revenue will be approximately $7.3 billion, a 24% increase compared to 2011, and that its 2012 Adjusted EBITDA will be approximately $825 million to $840 million, excluding certain items, an increase of 35% to 38% compared to the prior year. Avis Budget also continues to expect that its 2012 pretax income will be $450 million to $465 million and that its diluted earnings per share will be approximately $2.35 to $2.45, excluding certain items
* After markets closed Monday, Middleby Corp (NASDAQ: MIDD) announced the acquisition of Viking Range Corporation for $380 million in cash.
Viking is a leading manufacturer of premium residential cooking ranges, ovens and kitchen appliances. Headquartered in Greenwood, Mississippi, Viking has approximately $200 million in annual revenues.
* ArcelorMittal (NYSE: MT) will sell a $1.1 billion stake in Canada's Labrador Trough iron ore mining and infrastructure asset, equal to about 15 percent of the company. The sale will be made to to a consortium led by South Korean steelmaker POSCO and China Steel.
ArcelorMittal will form a joint venture with POSCO and China Steel, entering long-term iron ore supply agreements to boot.
The deal should close in the first-half of 2013, China Steel noted.
POSCO and China Steel are said to be contributing a total of $540 million, with the balance being paid by investors, including the South Korean Pension Service.
* Universal Forest Products, Inc. (Nasdaq: UFPI) announced this morning that a subsidiary has closed on the acquisition of Custom Caseworks, Inc., a high-precision business-to-business manufacturer of engineered wood products in many commercial markets. The purchase enhances Universal’s industrial business and expands its opportunities and product offerings.
Founded in 1994 and located in Sauk Rapids, Minn., Custom Caseworks is a manufacturer of point-of-purchase and commercial store fixtures, commercial casework and office furniture, laminated and painted wood panels, and OEM-manufactured and private label products. Its products and processes are strong complements to Universal’s growing industrial products and customer base. Custom Caseworks has annual sales of nearly $7 million, and recently added capacity for future growth. The addition of Custom Caseworks furthers Universal’s strategic objective to expand into new, value-added product lines for the industrial market, and adds capabilities to Universal’s offerings.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
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