UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2015
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
0-1402
(Commission
File
Number)
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| Ohio |
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34-1860551 |
| (State or other jurisdiction
of incorporation) |
|
(I.R.S. Employer
Identification No.) |
22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)
(216) 481-8100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On August 3, 2015, Lincoln Electric Holdings, Inc. (the
“Company”) acquired Rimrock Holdings Corporation, a Delaware corporation (“Rimrock”). The acquisition was consummated via a merger between Rimrock and a wholly-owned subsidiary of the Company in which Rimrock was the surviving
entity in the transaction. Rimrock is a privately-held manufacturer and integrator of industrial automation products and robotic systems with two divisions, Wolf Robotics LLC, a Delaware limited liability company, and Rimrock Corporation, an Ohio
corporation. Rimrock is located in Columbus, Ohio and Wolf Robotics is located in Ft. Collins, Colorado. Wolf Robotics integrates robotic welding and cutting systems predominately for heavy fabrication (construction, mining, agriculture) and
transportation OEMs and suppliers. Rimrock Corporation designs and manufactures automated spray systems and turnkey robotic systems for the die casting, foundry and forging markets.
On August 7, 2015, the Company acquired all of the outstanding shares of capital stock of Specialised Welding Products Pty. Ltd., an
Australian entity, and SWP N.Z. Limited, a New Zealand entity (collectively, “SWP”). SWP is a privately-held provider of specialty welding consumables in Australia and New Zealand that also provides fabrication, maintenance and repair
services for alloy and wear resistant products commonly used in mining and energy sector applications. SWP is headquartered in Melbourne, Australia.
A copy of the press release issued by the Company related to the acquisition of Rimrock is attached hereto as Exhibit 99.1 and a copy of the
press release issued by the Company related to the acquisition of SWP is attached hereto as Exhibit 99.2. The press releases are also available on the Company’s website at www.lincolnelectric.com.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| 99.1 |
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The Company’s press release dated August 4, 2015 announcing the acquisition of Rimrock and Wolf Robotics. |
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| 99.2 |
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The Company’s press release dated August 7, 2015 announcing the acquisition of SWP. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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LINCOLN ELECTRIC HOLDINGS, INC. |
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| Date: August 7, 2015 |
|
By: |
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/s/ Frederick G. Stueber |
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Frederick G. Stueber, Executive Vice President, General Counsel & Secretary |
LINCOLN ELECTRIC HOLDINGS, INC.
INDEX TO EXHIBITS
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| Exhibit
No. |
|
Exhibit |
|
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| 99.1 |
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The Company’s press release dated August 4, 2015 announcing the acquisition of Rimrock and Wolf Robotics. |
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| 99.2 |
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The Company’s press release dated August 7, 2015 announcing the acquisition of SWP. |
Exhibit 99.1
L I N C O L N E L E C T R I C H O L D I N G S
, I N C .
22801 Saint Clair Avenue ● Cleveland, Ohio 44117 ● U.S.A
N E W S
● R E L E A S E
LINCOLN ELECTRIC ACQUIRES RIMROCK HOLDINGS CORPORATION
Expands Automation Capabilities
CLEVELAND, OH, Tuesday, August 4, 2015 — Lincoln Electric Holdings, Inc. (Nasdaq: LECO) announced today that it has acquired Rimrock
Holdings Corporation, a privately held manufacturer and integrator of industrial automation products and robotic systems with two divisions, Wolf Robotics LLC and Rimrock Corporation. Wolf Robotics integrates robotic welding and cutting systems
predominately for heavy fabrication (construction, mining, agriculture) and transportation OEMs and suppliers. Rimrock Corporation designs and manufactures automated spray systems and turnkey robotic systems for the die casting, foundry and forging
markets.
“Our investment in Wolf Robotics extends our leadership position in automated welding and cutting,” said Christopher
L. Mapes, Chairman, President and Chief Executive Officer. “We are excited to combine their expertise and capabilities as a leading automation integrator in the North American heavy fabrication sector with our existing portfolio to better serve
customers and accelerate growth.”
Rimrock Holdings Corporation is headquartered in Columbus, Ohio and has operations in Columbus,
Ohio and Fort Collins, Colorado. Annual sales are approximately $40 million. Terms of the transaction were not disclosed.
About Lincoln
Electric
Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, robotic arc
welding systems, plasma and oxy-fuel cutting equipment and has a leading global position in the brazing and soldering alloys market. Headquartered in Cleveland, Ohio, Lincoln has 47 manufacturing locations, including operations and joint
ventures in 19 countries and a worldwide network of distributors and sales offices covering more than 160 countries. For more information about Lincoln Electric and its products and services, visit the Company’s website at
www.lincolnelectric.com.
Forward-Looking Statements
The Company’s expectations and beliefs concerning the future contained in this news release are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of
words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance” or words of similar meaning. Actual results may
differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general economic and market conditions; the effectiveness of
post-acquisition integration efforts; and market risks and price fluctuations related to the purchase of commodities and energy. For additional discussion, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K.
Contact
Amanda Butler
Director, Investor Relations
Tel: 216.383.2534
Email: Amanda_Butler@lincolnelectric.com
Exhibit 99.2
L I N C O L N E L E C T R I C H O L D I N G S
, I N C .
22801 Saint Clair Avenue ● Cleveland, Ohio 44117 ● U.S.A
N E W S
● R E L E A S E
LINCOLN ELECTRIC ACQUIRES SPECIALISED WELDING PRODUCTS (SWP)
Cleveland, OH, Friday, August 7, 2015 — Lincoln Electric Holdings, Inc. (Nasdaq: LECO) announced today that it has acquired
Specialised Welding Products (SWP), a privately held provider of specialty welding consumables in Australia and New Zealand. SWP’s leading team of technical representatives and metallurgists also provide fabrication, maintenance and repair
services for alloy and wear resistant products commonly used in mining and energy sector applications.
SWP is headquartered in Melbourne,
Australia and will continue to operate independently as an entity of Lincoln Electric Australia. SWP will broaden Lincoln Electric’s presence and specialty alloy offering in the region. Terms of the transaction were not disclosed.
About Lincoln Electric
Lincoln
Electric is the world leader in the design, development and manufacture of arc welding products, robotic arc welding systems, plasma and oxy-fuel cutting equipment and has a leading global position in the brazing and soldering alloys market.
Headquartered in Cleveland, Ohio, Lincoln has 47 manufacturing locations, including operations and joint ventures in 19 countries and a worldwide network of distributors and sales offices covering more than 160 countries. For more information about
Lincoln Electric and its products and services, visit the company’s website at www.lincolnelectric.com.
Forward-Looking Statements
The Company’s expectations and beliefs concerning the future contained in this news release are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of
words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance” or words of similar meaning. Actual results may
differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general economic and market conditions; the effectiveness of
post-acquisition integration efforts; and market risks and price fluctuations related to the purchase of commodities and energy. For additional discussion, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K.
Contact
Amanda Butler
Director, Investor Relations
Tel: 216.383.2534
Email: Amanda_Butler@lincolnelectric.com
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