JOHNSON CITY, Tenn.,
July 21, 2014 /PRNewswire/ -- NN,
Inc. (Nasdaq: NNBR) today announced that it has entered into a
definitive agreement to acquire Autocam Corporation for
$244.5 million in cash, $25.0 million in stock and the assumption of
$30.5 million in debt. The
transaction is expected to be immediately accretive to earnings.
The Company anticipates the transaction to close in the third
quarter, subject to customary closing conditions and regulatory
approval. NN was advised on the transaction by KeyBanc
Capital Markets, Inc.
Headquartered in Grand Rapids,
Michigan, Autocam is a global leader in the engineering,
manufacture and assembly of highly complex, system critical
components for fuel systems, engines and transmission, power
steering and electric motors. With expected 2014 sales of
approximately $250 million, Autocam
employs over 2,100 employees and has operations in 15 facilities in
the U.S., Europe, South America and Asia. The expected
2014 sales do not include approximately $42
million in expected sales from a 49% Chinese joint venture
accounted for under the equity method. With the close of the
acquisition, the Autocam team will join NN's Precision Metal
Components Segment forming a new, dedicated Autocam products
segment. As a result of the transaction, John Kennedy, Founder and CEO of Autocam will
become a significant shareholder of NN. Additionally, it is
the intention of the NN Board of Directors to consider Kennedy for
a seat on its Board. The transaction does not include the
Autocam Medical business.
Richard Holder, President and
Chief Executive Officer of NN, Inc. commented, "This acquisition
brings together two respected brands - NN and Autocam.
Sharing our technologies and expertise creates a much stronger team
with the common goal of providing exceptional products, solutions
and service to our customers. The combination of the Autocam
team with NN's Whirlaway and VS businesses results in a strong
precision components business with unparalleled technical
capabilities, processes, systems, and skilled program management
along with superior product launch capabilities. Moving
forward, we will continue to use the Autocam brand name to preserve
its strength and reputation in the marketplace. Our teams are
dedicated to ensuring a smooth and successful integration with
uninterrupted service and products to all our customers."
Mr. Holder continued, "This acquisition is the next step in our
ongoing strategy to aggressively grow our business through
strategic, profitable acquisitions that provide complementary
resources and lines of business. The addition of Autocam to
the NN family is a transformative event, creating a much stronger
Company with greater opportunity to drive future growth and bring
sustainable value to our shareholders."
John Kennedy, President and Chief
Executive Officer of Autocam Corporation commented, "We are very
excited about joining the NN family. This is a compelling
strategic transaction that will create enormous opportunities for
our employees and a superior experience for our customers.
This transaction will bring together NN's and Autocam's
complementary core strengths and values and will position this
business segment to outgrow its end markets by taking advantage of
global market trends in fuel efficient technologies such as
gasoline direct injection systems, high-pressure diesel injection
systems and variable valve timing. The fact that the Autocam
brand will continue after the completion of the transaction is an
honor to the legacy of our company and our team of tremendously
talented people."
Please see additional information regarding the transaction
on the Company's website at www.nninc.com.
NN, Inc. manufactures and supplies high precision metal bearing
components, industrial plastic and rubber products and precision
metal components to a variety of markets on a global basis.
Headquartered in Johnson City,
Tennessee, NN has 14 manufacturing plants in the United States, Western Europe, Eastern Europe and China. NN, Inc. had
sales of US $373 million in 2013.
Except for specific historical information, many of the
matters discussed in this press release may express or imply
projections of revenues or expenditures, statements of plans and
objectives or future operations or statements of future economic
performance. These, and similar statements, are forward-looking
statements concerning matters that involve risks, uncertainties and
other factors which may cause the actual performance of NN, Inc.
and its subsidiaries to differ materially from those expressed or
implied by this discussion. All forward-looking information
is provided by the Company pursuant to the safe harbor established
under the Private Securities Litigation Reform Act of 1995 and
should be evaluated in the context of these factors.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "assumptions", "target",
"guidance", "outlook", "plans", "projection", "may", "will",
"would", "expect", "intend", "estimate", "anticipate", "believe",
"potential" or "continue" (or the negative or other derivatives of
each of these terms) or similar terminology. Factors which could
materially affect actual results include, but are not limited to:
general economic conditions and economic conditions in the
industrial sector, inventory levels, regulatory compliance costs
and the Company's ability to manage these costs, start-up costs for
new operations, debt reduction, competitive influences, risks that
current customers will commence or increase captive production,
risks of capacity underutilization, quality issues, availability
and price of raw materials, currency and other risks associated
with international trade, the Company's dependence on certain major
customers, and the successful implementation of the
global growth plan including development of new
products. Similarly, statements made herein and
elsewhere regarding pending or completed acquisitions are also
forward-looking statements, including statements relating to the
anticipated closing date of an acquisition, the Company's ability
to obtain required regulatory approvals or satisfy closing
conditions, the costs of an acquisition and the Company's source(s)
of financing, the future performance and prospects of an acquired
business, the expected benefits of an acquisition on the Company's
future business and operations and the ability of the Company to
successfully integrate recently acquired businesses.
For additional information concerning such risk factors and
cautionary statements, please see the section titled "Risk Factors"
in the Company's periodic reports filed with the Securities and
Exchange Commission, including, but not limited to, the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Except as required by
law, we undertake no obligation to update or revise any
forward-looking statements we make in our press releases, whether
as a result of new information, future events or otherwise.
SOURCE NN, Inc.