ABB to acquire Thomas & Betts for $3.9 billion to become major player in North American low-voltage products market
x ABB and Thomas & Betts announce agreement pursuant to which ABB will acquire Thomas & Betts for $72 per share in cash
x ABB gains access to Thomas & Betts network of more than 6,000 distributor locations and wholesalers in North America
x Transaction doubles ABB's addressable low-voltage products market to approximately $24 billion in North America and enables distribution of Thomas & Betts products through ABB's extensive global network
x Furthers ABB's 2015 strategy to expand its geographic and product scope in one of its most profitable businesses
x Approximately $200 million in expected annual synergies by 2016
Zurich, Switzerland, and Memphis, TN, US, Jan. 30, 2012 - ABB
(NYSE: ABB), the leading power and automation technology
group, and Thomas & Betts Corporation (NYSE: TNB), a North
American leader in low voltage products, today announced that
both companies' boards of directors have agreed to a
transaction in which ABB will acquire Thomas & Betts for $72
per share in cash or approximately $3.9 billion.
The acquisition price represents a 24 percent premium to
Thomas & Betts' closing stock price on
Jan. 27, 2012 and a 35 percent premium to the volume weighted
average stock price over the past 60 trading days. The
transaction is subject to approval by Thomas & Betts
shareholders as well as to customary regulatory approvals,
and is expected to close by the middle of 2012.
The complementary combination of Thomas & Betts' electrical
components and ABB's low-voltage protection, control and
measurement products would create a broader low voltage
portfolio that can be distributed through Thomas & Betts'
network of more than 6,000 distributor locations and
wholesalers in North America, and through ABB's well
established distribution channels in Europe and Asia. The
combined product portfolio and enhanced distribution network
will enable ABB to double its addressable market in North
America to approximately $24 billion.
"Thomas & Betts is a well-run company with strong brands and
excellent distribution channels in the world's largest
low-voltage products market," said Joe Hogan, ABB's CEO.
"Because our products are complementary, we'll go to market
with one of the broadest offerings in the industry. That
creates strong growth opportunities for both ABB and Thomas &
Betts, and gives customers and distributors one-stop access
to one of the widest ranges of low voltage products.
"Strategically, it's a great fit," Hogan added. "This is
another big step toward our goal of expanding our presence in
the key North American market. The transaction clearly
supports our 2015 growth and profitability targets, and meets
all of our return-on-investment criteria for creating
shareholder value."
"This transaction delivers significant value to our
shareholders and will enable Thomas & Betts to accelerate our
global growth strategy," said Thomas & Betts Chairman and CEO
Dominic J. Pileggi. "The combination will also enable us to
provide our North American customers and distributor network
with a broader portfolio of products and will provide
long-term opportunities to our
employees. This is the right time for this transaction and I
believe strongly that ABB is the right partner for our
business going forward."
Thomas & Betts, combined with ABB's North American
low-voltage products business, will become a new global
business unit led out of Memphis, TN, under the leadership of
Pileggi.
Thomas & Betts employs approximately 9,400 people and is
estimated to report 2011 revenues of approximately $2.3
billion and earnings before interest, taxes, depreciation and
amortization of approximately $390 million. The company will
report its full-year results later today Central European
Time. Its main business is the manufacture of low-voltage and
ultralow-voltage electrical products such as connectors,
conduits and fittings as well as wiring management products
for the construction, industrial and utilities markets. These
are complementary to the offering of ABB's Low Voltage
Products division, which includes products such as breakers
and switches. In addition, Thomas & Betts has a leading
logistics model with its distributors that allows simple,
single invoicing and fast delivery of its full product scope.
Thomas & Betts also supplies towers for electrical power
transmission and has a business that produces heating,
ventilation and air conditioning units, both new to ABB but
related to its core power and automation focus.
ABB has secured a $4 billion, fully underwritten bridge
financing commitment from Bank of America Merrill Lynch which
will be repaid through a combination of cash and the issuance
of debt. The transaction is expected to be accretive within
the first year after it closes prior to one-time charges and
implementation costs. ABB expects the transaction will
deliver approximately $200 million in annual synergies by
2016. The majority of cost synergies are expected to come
from sourcing and purchasing efficiencies.
"This is a unique opportunity for ABB to grow in the largely
untapped North American low-voltage products market," said
Tarak Mehta, Executive Committee member responsible for ABB's
Low Voltage Products division, into which Thomas & Betts will
be integrated as a stand-alone unit. "We plan to keep and
build on Thomas & Betts' strong brand and product names. We
have complementary products that can be sold together already
today and other products that will take some time to
introduce to customers."
"ABB and Thomas & Betts share a common culture. We admire the
in-depth industry expertise and enthusiasm of the Thomas &
Betts team and their excellent long-term relationship with
distributors and wholesalers," Mehta said. "We will continue
Thomas & Betts' successful business model with its
distribution, wholesalers and OEM customers and the Thomas &
Betts executive team will lead and drive the successful
development of the new business unit."
Under the terms of the agreement, the transaction is
structured as a merger requiring approval of a majority of
Thomas & Betts shareholders at a special meeting, which is
expected to take place in the second quarter. Closure of the
transaction is also conditioned on customary regulatory
approvals, including in both North America and Europe.
Bank of America Merrill Lynch acted as financial adviser to
ABB and will provide the bridge financing facility and
Kirkland & Ellis LLP acted as legal advisor. Deutsche Bank
Securities Inc. acted as financial adviser to Thomas & Betts
and Davis Polk & Wardwell LLP as legal advisor.
ABB (www.abb.com) is a leader in power and automation
technologies that enable utility and industry customers to
improve their performance while lowering environmental
impact. The ABB Group of companies operates in around 100
countries and employs about 130,000 people. The
company's North American operations, headquartered in
Cary, North Carolina, employ over 18,000 people in multiple
manufacturing, service and other major facilities and
reported approximately $5 billion in revenue for the first
nine months of 2011.
Thomas & Betts (NYSE: TNB) is a global leader in the design,
manufacture and marketing of essential components used to
manage the connection, distribution, transmission and
reliability of electrical power in industrial, construction
and utility applications. With a portfolio of over 200,000
products marketed under more than 45 premium brand names, Thomas & Betts products are found wherever electricity is used. Headquartered in Memphis, TN, Thomas & Betts has manufacturing facilities in 20 countries and approximately 9,400 employees. For more information, please visit www.tnb.com.
More information
ABB and Thomas & Betts will host an analyst, investors and
media conference call starting at 09:00 a.m. Central European
Time (CET) (08.00 a.m. in the UK, 03.00 a.m. EST, 02.00 a.m.
CST). UK callers should dial +44 203 059 5862. From Sweden,
+46(0) 85 051 0031, and from the rest of Europe, +41 91 610
5600. Lines will be open 15 minutes before the start of the
conference. Audio playback of the call will start one hour
after the call ends and will be available for 24 hours:
Playback numbers: +44 207 108 6233 (UK), +41 91 612 4330
(rest of Europe) or +1 866 416 2558 (US/Canada). The code is
17475 followed by the # key. A podcast of the call will be
available on www.abb.com/news.
A further conference call for US analysts, investors and
media is scheduled to begin today at 14:30 p.m. CET (13:30
p.m. in the UK, 08:30 a.m. EST, 07.30 a.m. CST). Callers
should dial +1 866 291
4166 (from the US/Canada) or +41 91 610 5600 (Europe and the
rest of the world). Callers are requested to phone in 15
minutes before the start of the call. The audio playback of
the call will start one hour after the end of the call and be
available for 24 hours commencing one hour after the
conference call. Playback numbers: +1 866 416 2558
(US/Canada) or +41 91 612 4330 (Europe and the rest of the
world). The code is 19163, followed by the # key. A podcast
of the call will be available on www.abb.com/news.
Pictures are available at www.abb.com/news
This press release contains "forward-looking statements" relating to the acquisition of Thomas & Betts by ABB. Such forward-looking statements are based on current expectations but are subject to risks and uncertainties, many of which are difficult to predict and are beyond the control of ABB, which could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks and uncertainties, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time frame. Additional risks and uncertainties relating to the acquisition include: required regulatory approvals may not be obtained in a timely manner, if at all; the anticipated benefits of the acquisition, including synergies, may not be realized; and the integration of Thomas & Betts operations with those of ABB may be materially delayed or more costly or difficult than expected. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect ABB's business, particularly those identified in the cautionary factors discussion in ABB's Annual Report on Form 20-F for the year ended Dec. 31, 2010. ABB undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
Thomas & Betts forward-looking statementsThis press release includes forward-looking statements which make assumptions regarding the company's operations, business, economic and political environment. Actual results may be materially different from any future results expressed or implied by such forward-looking statements. The company undertakes no obligation to publicly release any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events.
Additional informationIn connection with the meeting of Thomas & Betts shareholders to be held with respect to the proposed merger, Thomas & Betts will file a proxy statement with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE IT WILL
Press Release
CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain a free copy of the proxy statement
(when available) and other relevant documents filed by Thomas
& Betts with the SEC from the SEC's website at
http://www.sec.gov and from Thomas & Betts by directing a
request to Thomas & Betts, 8155 T&B Boulevard, Memphis, TN
38125. Attention: Investor Relations.
Thomas & Betts and its directors, executive officers and
certain other employees may be deemed to be participants in
the solicitation of proxies of Thomas & Betts shareholders in
connection with the proposed merger. Investors and security
holders may obtain more detailed information regarding the
names, affiliations and interests of Thomas & Betts directors
and executive officers by reading Thomas & Betts' proxy
statement for its 2011 annual meeting of shareholders, which
was filed with the SEC on March 11, 2011. Additional
information regarding potential participants in such proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be
included in the proxy statement and other relevant materials
filed by Thomas & Betts with the SEC in connection with the
proposed merger when they become available.
ABB Media Relations: Thomas Schmidt, Antonio Ligi | ABB Investor Relations: Switzerland: Tel. +41 43 317 7111 | Thomas & Betts Media and Investor Relations: Tricia Bergeron, Tel. +1 (901) 252 8266 |
(Zurich, Switzerland) | USA: Tel. +1 203 750 7743 | tricia.bergeron@tnb.com |
Tel. +41 43 317 6568 media.relations@ch.abb.com | investor.relations@ch.abb.com |
distribué par | Ce noodl a été diffusé par Thomas & Betts Corporation et initialement mise en ligne sur le site http://www.tnb.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-30 12:10:33 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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