Edwards Group Limited Receives Regulatory and Antitrust Clearance for Merger With Atlas Copco and Announces Completion Date
09 January 2014 - 6:30PM
Edwards Group Limited (Nasdaq:EVAC) ("Edwards" or the "Company"), a
leading developer and manufacturer of sophisticated vacuum
products, abatement systems and related value-added services,
announces that all regulatory and antitrust clearances and
approvals necessary for its merger with Atlas Copco Group (NASDAQ
OMX Stockholm: ATCO A, ATCO B), the Sweden-based provider of
industrial productivity solutions, have now been obtained.
Closing of the transaction is therefore expected to take place
by close of business today, 9 January 2014, and consequently
Edwards ADSs are anticipated to cease trading on the NASDAQ stock
exchange prior to market opening on 10 January
2014.
On closing, the fixed cash payment of $9.25 per share will
become payable to shareholders. Under the terms of the merger
agreement filed with the SEC on 28 August 2013, an additional
payment of up to $1.25 per share is potentially payable
post-closing, calculated according to a mechanism set out in the
merger agreement. This is on the basis of Edwards' achieving
2013 revenues in excess of £587.5 million and capped at £650
million, together with exceeding certain Adjusted EBITDA targets
set between £113.9 million and £145 million. The additional
payment will be paid after the financial results for the fourth
quarter of 2013 have been completed, which is expected before the
end of the first quarter of 2014.
Forward-Looking Statements
This document may include forward-looking statements such as
statements regarding the Company's business strategy, financial
condition, results of operations and market data, as well as other
statements that are not historical facts. By their nature,
forward-looking statements are subject to numerous factors, risks
and uncertainties that could cause actual outcomes and results to
be materially different from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements.
Except for any ongoing obligation to disclose material information
as required by the United States federal securities laws, the
Company does not have any intention or obligation to publicly
update or revise any forward-looking statements after the Company
distributes this document, whether to reflect any future events or
circumstances or otherwise. For a discussion of potential risks and
uncertainties, please refer to the risk factors listed in the
Company's SEC filings. Copies of the Company's SEC filings are
available from the SEC website, www.sec.gov.
About Edwards
Edwards is a leading developer and manufacturer of sophisticated
vacuum products, abatement systems and related value-added
services. These are integral to manufacturing processes for
semiconductors, flat panel displays, LEDs and solar cells; are used
within an increasingly diverse range of industrial processes
including power, glass and other coating applications, steel and
other metallurgy, pharmaceutical and chemical; and for both
scientific instruments and a wide range of R&D
applications.
Edwards has over 3,200 full-time employees and 500 temporary
workers operating in approximately 30 countries worldwide engaged
in the design, manufacture and support of high technology vacuum
and exhaust management equipment.
Edwards' American Depositary Shares trade on The NASDAQ Global
Select Market under the symbol EVAC. Further information about
Edwards can be found at www.edwardsvacuum.com.
EVAC-F
CONTACT: Investor Relations:
Ross Hawley
Head of Investor Relations
Edwards
+44 (0)1293 528844
investors@edwardsvacuum.com
Monica Gould
The Blueshirt Group
+1 212 871-3927
monica@blueshirtgroup.com
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