LAKE OSWEGO, Ore., Oct. 13, 2016 /PRNewswire/ -- The Greenbrier
Companies, Inc. (NYSE: GBX) and Astra Rail Management GmbH today
announced plans to form a new company, Greenbrier-Astra Rail, that
will create an end-to-end, Europe-based freight railcar manufacturing,
engineering and repair business. The combined enterprise will
be formed between Greenbrier's European operations headquartered in
Swidnica, Poland and Astra Rail based in Germany and Arad, Romania. It will be
led by an experienced Europe-based
management team from both companies. Greenbrier-Astra Rail
will offer manufacturing and service capability in Europe with greater scale and efficiency for
current customers. It also provides the opportunity to pursue
growth in railcar markets in the Gulf Cooperation Council (GCC)
nations and Eurasia. As partial consideration for its
majority interest, Greenbrier will pay Astra Rail €30 million at closing and €30
million 12 months after closing. Greenbrier expects the
transaction to be accretive to earnings per share by the end of
fiscal year 2017.
Greenbrier-Astra Rail will be
controlled by Greenbrier with an approximate 75% interest.
Astra Rail's Chairman Thomas
Manns will own the remainder of the new company. In
addition to his ownership stake, Manns will become Chairman of the
Supervisory Board of Greenbrier-Astra Rail and will lead the new
company's commercial operations, working closely with its
Management Board and Jim Cowan,
President of Greenbrier International. Also serving on the
Supervisory Board will be Bill
Furman, Chairman and CEO of Greenbrier; Alejandro Centurion,
President of Greenbrier Global Manufacturing Operations; and Cowan.
Daily operations will be led by a Management Board including
Bernd Böse, CEO of Astra Rail, who
will become CEO and President, and Bogdan
Lesnianski, CFO and the head of Greenbrier's Wagony Swidnica
operations, who will become CFO. The leadership team has
decades of experience in railcar markets throughout Eastern and
Western Europe, as well as
experience in emerging markets around the world.
Greenbrier-Astra Rail will
include all European operations of Greenbrier and Astra Rail. Currently, Greenbrier and
Astra Rail each operate three
locations performing new railcar manufacturing, engineering and
repair services. Greenbrier's sites are in Poland and Astra
Rail's sites are in Romania. Greenbrier also maintains
a sales office in Germany. Additionally, Astra Rail performs railcar design at a facility
in Slovakia. Contracts with GCC-based customers for US-style
freight railcars will continue to be designed and manufactured
under the direction of Greenbrier's senior US manufacturing
team.
The new company will offer premier freight railcar sales,
manufacturing and repair operations on the European continent.
The railcar fleet in Western
Europe is aging, with an average age of 25 years. This
replacement demand, combined with anticipated growth in
Europe and opportunities in nearby
emerging markets, positions Greenbrier-Astra Rail for success.
Furman said, "Greenbrier is committed to pursuing strategic
opportunities for growth afforded by shifts in global demand for
railcars. Greenbrier-Astra Rail extends our core competency
in freight railcar building, aftermarket services and engineering
for all railroad gauges, with a network spanning from North and
South America to all of
Western Europe, the GCC and
Eurasia. This will be a significant and positive step in our
strategy for diversification, and Astra
Rail is a great partner. They bring new products to us
as we do to them, and our present businesses are not directly
competitive. Combining the Greenbrier Europe operations with
Astra Rail's manufacturing and
design capabilities and strong management team will be a benefit to
our shared European railcar customers by creating a more efficient
and responsive manufacturer that offers a broad range of products.
The combined enterprise will bring increased scale in
Europe. Importantly, it also
will bring the capability to serve new global markets in places of
increasing demand."
Furman continued, "Coupled with our investments in Saudi Arabia, Brazil and Mexico, Greenbrier has grown its international
footprint and created a global network. We are capable of
supporting many markets from our global facilities, including an
expanded platform in Europe, as we
engage developing markets in the GCC, Africa and Eurasia. We believe there are
significant future opportunities in international markets.
Our integrated business model ensures we are well positioned
to help customers globally with rail solutions."
Commenting on the formation of Greenbrier-Astra Rail, Manns
said, "By combining the European operations of Greenbrier and
Astra Rail, we will create a company
that will be stronger and more able to pursue future growth
opportunities in the European region and beyond. This
combination will expand our base of executive talent and will grow
our engineering and technical resources for the support and
development of freight railcar manufacturing and services
throughout the world. I look forward to leading the team to
future success, along with Bernd Böse and Bogdan Lesnianski, as well as fellow
Greenbrier-Astra Rail Directors Bill
Furman, Alejandro Centurion, and Jim
Cowan."
Greenbrier-Astra Rail will be
headquartered in the Netherlands
and will have principal operations in Poland and Romania. Greenbrier-Astra
Rail will have nearly 4,000 employees and 6 production and repair
facilities across Europe.
Closing of the transaction is contingent on, among other
conditions, achieving antitrust approval in certain EU countries.
About Greenbrier
Greenbrier (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of
transportation equipment and services to the railroad industry.
Greenbrier builds new railroad freight cars in manufacturing
facilities in the U.S., Mexico and
Poland and marine barges at our
U.S. manufacturing facility. Greenbrier sells reconditioned wheel
sets and provides wheel services at locations throughout the U.S.
We recondition, manufacture and sell railcar parts at various U.S.
sites. Through GBW Railcar Services, LLC, a 50/50 joint venture
with Watco Companies, LLC, freight cars are repaired and
refurbished at over 30 locations across North America, including more than 10 tank car
repair and maintenance facilities certified by the Association of
American Railroads. Greenbrier owns a lease fleet of over 9,000
railcars and performs management services for over 268,000
railcars.
About Astra Rail
In 1998, Thomas Manns, at the
young age of 21, stepped in to run his family's business of
commercial vehicle rentals upon the death of his father. He built
that company into a major force in Western and Eastern European
markets. After selling the business in 2008, Mr. Manns
entered the real estate business in Eastern Europe and Germany. In 2012, he purchased
Astra Rail properties and together
with Mr. Bernd Böse, who runs the
operative business of Astra Rail,
built the multi-plant business into a highly profitable operation
with three manufacturing, engineering and repair factories in Arad,
Severin and Caracal, Romania over
the course of a few short years.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: This press release may contain
forward-looking statements, including statements regarding expected
new railcar production volumes and schedules, expected customer
demand for the Company's products and services, plans to adjust
manufacturing capacity, restructuring plans, new railcar delivery
volumes and schedules, changes in demand for the Company's railcar
services and parts business, and the Company's future financial
performance. Greenbrier uses words such as "anticipates,"
"believes," "forecast," "potential," "goal," "contemplates,"
"expects," "intends," "plans," "projects," "hopes," "seeks,"
"estimates," "strategy," "could," "would," "should," "likely,"
"will," "may," "can," "designed to," "future," "foreseeable future"
and similar expressions to identify forward-looking
statements. These forward-looking statements are not
guarantees of future performance and are subject to certain risks
and uncertainties that could cause actual results to differ
materially from the results contemplated by the forward-looking
statements. Factors that might cause such a difference
include, but are not limited to, reported backlog and awards are
not indicative of our financial results; inability to convert
backlog of railcar orders and obtain and execute lease syndication
commitments; uncertainty or changes in the credit markets and
financial services industry; high levels of indebtedness and
compliance with the terms of our indebtedness; write-downs of
goodwill, intangibles and other assets in future periods;
sufficient availability of borrowing capacity; fluctuations in
demand for newly manufactured railcars or failure to obtain orders
as anticipated in developing forecasts; loss of one or more
significant customers; customer payment defaults or related issues;
sovereign risk to contracts, exchange rates or property rights;
actual future costs and the availability of materials and a trained
workforce; failure to design or manufacture new products or
technologies or to achieve certification or market acceptance of
new products or technologies; steel or specialty component price
fluctuations and availability and scrap surcharges; changes in
product mix and the mix between segments; labor disputes, energy
shortages or operating difficulties that might disrupt
manufacturing operations or the flow of cargo; production
difficulties and product delivery delays as a result of, among
other matters, costs or inefficiencies associated with expansion,
start-up or changing of production lines or changes in production
rates, changing technologies, transfer of production between
facilities or non-performance of alliance partners, subcontractors
or suppliers; ability to obtain suitable contracts for the sale of
leased equipment and risks related to car hire and residual values;
integration of current or future acquisitions and establishment of
joint ventures; succession planning; discovery of defects in
railcars or services resulting in increased warranty costs or
litigation; physical damage or product or service liability claims
that exceed our insurance coverage; train derailments or other
accidents or claims that could subject us to legal claims; actions
or inactions by various regulatory agencies including potential
environmental remediation obligations or changing tank car or other
rail car or railroad regulation; and issues arising from
investigations of whistleblower complaints; all as may be discussed
in more detail under the headings "Risk Factors" and "Forward
Looking Statements" in our Annual Report on Form 10-K for the
fiscal year ended August 31, 2015,
and our other reports on file with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance
on these forward- looking statements, which reflect management's
opinions only as of the date hereof. Except as otherwise
required by law, we do not assume any obligation to update any
forward-looking statements.
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SOURCE The Greenbrier Companies, Inc. (GBX)