Ampco-Pittsburgh Corporation (NYSE: AP) today announced that it
has entered into a definitive agreement to acquire Åkers AB and
certain of its affiliated companies (excluding Åkers AB’s
operations in France and Belgium) from Altor Fund II GP Limited.
The acquisition is expected to approximately double the sales of
Union Electric Steel Corporation, a wholly owned operating
subsidiary of Ampco and a leading producer of forged and cast
engineered products for the worldwide steel and aluminum
industries. The base purchase price of $80 million (which is
subject to certain post-closing adjustments) is payable $30 million
in cash, $30 million in the form of a three-year note, and $20
million in shares of Ampco-Pittsburgh common stock. The stock
portion of the consideration is subject to certain transfer and
other restrictions. It is expected that this acquisition will be
immediately accretive. The closing of the transaction, which is
expected to occur in the first quarter of 2016, is subject to
regulatory filings and closing conditions.
Åkers AB has been a leader in the production of cast and forged
rolls since 1806 and has a strong presence in the industry with
sales and technical support that span the globe. Manufacturing
facilities are located in Europe, North America, and China.
“The acquisition of Åkers is a significant step in
Ampco-Pittsburgh’s ongoing diversification and growth. This
strategic move complements and strengthens what customers have come
to expect from Union Electric Steel -- high-performance products,
technical service, responsiveness, and reliability. Åkers’
manufacturing facilities will expand Ampco-Pittsburgh’s global
footprint and position Union Electric Steel to offer a complete
product offering to better serve customers in every region of the
world,” commented John Stanik, Ampco-Pittsburgh’s Chief Executive
Officer.
Fredrik Str�mholm, Partner at Altor Equity Partners and Member
of the Board of Directors of Åkers, stated, “We believe that Åkers
has a bright future with Ampco-Pittsburgh Corporation, and we look
forward to being a part of this next step in the long history of
Åkers.”
Ampco-Pittsburgh will host a conference call with the investment
community to discuss the announcement on Friday, December 4th at
10:00 a.m. EST. If you would like to participate in the conference
call, please register at www.ampcopgh.com or dial-in using the
information below. The conference ID is: 94581406.
Live Event Dial-In Details:
- Participant Toll-Free Dial-In Number:
(877) 267-7197
- Participant International Dial-In
Number: +1 (330) 968-0666
To ensure timely access, participants should dial-in
approximately 10 minutes before the call starts. A listen-only
webcast will be available on Ampco-Pittsburgh Corporation’s website
at www.ampcopgh.com.
A replay of the conference call will be available until December
18, 2015, on Ampco-Pittsburgh Corporation’s website at
www.ampcopgh.com.
About Ampco-Pittsburgh Corporation
Ampco-Pittsburgh Corporation, through its operating
subsidiaries, is a leading producer of forged and cast rolls
for the worldwide steel and aluminum industries as well as ingot
and open die forged products for the oil and gas, aluminum,
and plastic extrusion industries. It is also a producer of air and
liquid processing equipment, primarily custom-engineered
finned tube heat exchange coils, large custom air handling
systems and centrifugal pumps. Ampco-Pittsburgh Corporation
operates manufacturing facilities in the United States and the
United Kingdom, with sales offices in the United States,
United Kingdom, and Belgium. Corporate headquarters is located
in Carnegie, Pennsylvania.
About Åkers
Åkers AB is a leading producer of cast and forged rolls for the
steel and aluminum industries. The company was founded in 1580 and
roll production commenced in 1806. The company is headquartered in
Åkers Styckebruk, Sweden.
About Altor
The Altor Funds (Altor) are private equity funds. Altor is
advised by Altor Equity Partners. Altor invests in companies in the
Nordic region with a focus on value creation through growth
initiatives, strategic development, and operational
improvements.
Advisors
William Blair and Strata Advisory AB acted as the financial
advisors in connection with the pending acquisition of Åkers AB.
K&L Gates LLP acted as lead outside legal counsel to
Ampco-Pittsburgh with Setterwalls Advokatbyrå AB acting as local
transaction counsel in Sweden.
Certain statements in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and may include, but are not limited to,
statements about sales levels, restructuring, profitability and
anticipated synergies, expenses and cash outflows. All
forward-looking statements involve risks and uncertainties. All
statements contained herein that are not clearly historical in
nature are forward-looking, and words such as "believe,"
"anticipate," "expect," "estimate," "may," "will," "should,"
"continue," "plans," "intends," "likely," or other similar words or
phrases are generally intended to identify forward-looking
statements. Any forward-looking statement contained herein, in
other press releases, written statements or documents filed with
the Securities and Exchange Commission, or in Ampco-Pittsburgh
Corporation communications with and discussions with investors and
analysts in the normal course of business through meetings, phone
calls and conference calls, regarding expectations with respect to
sales, earnings, cash flows, operating efficiencies, product
introduction or expansion, the benefits of acquisitions and
divestitures or other matters as well as financings and repurchases
of debt or equity securities, are subject to known and unknown
risks, uncertainties and contingencies. Many of these risks,
uncertainties and contingencies are beyond our control, and may
cause actual results, performance or achievements to differ
materially from anticipated results, performance or achievements.
Factors that might affect such forward-looking statements, include,
among other things, Ampco-Pittsburgh may not be able to
successfully consummate the Åkers acquisition or, if consummated,
integrate the Åkers business or such integration may take longer to
accomplish than expected; the expected cost savings and any
synergies from the acquisition may not be fully realized within the
expected timeframes; disruption from the acquisition may make it
more difficult to maintain relationships with customers or
suppliers; the required governmental approvals of the acquisition
may not be obtained; general economic and business conditions,
demand for Ampco-Pittsburgh’s goods and services, competitive
conditions, interest rate and foreign currency rate fluctuations,
availability of key raw materials and unfavorable resolution of
claims against the Corporation, as well as those discussed more
fully elsewhere in this release and in documents filed with the
Securities and Exchange Commission by Ampco-Pittsburgh,
particularly our latest annual report on Form 10-K and subsequent
filings. Any forward-looking statements in this release speak only
as of the date of this release, and we undertake no obligation to
update any forward-looking statement to reflect events or
circumstances after that date or to reflect the occurrence of
unanticipated events.
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version on businesswire.com: http://www.businesswire.com/news/home/20151202006443/en/
Ampco-Pittsburgh CorporationGail GeronoInvestor
Relations412-561-2762ggerono@ampcopgh.com
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