Prysmian To Aquire General Cable For $30.00 Per Share In Cash
Closing Anticipated By Third Quarter 2018
Prysmian Group (BIT: PRY) and General Cable Corporation (NYSE: BGC) today announced that they have entered into a definitive merger agreement under which Prysmian will acquire General Cable for $30.00 per share in cash. The transaction values General Cable at approximately $3 billion, including debt and certain other General Cable liabilities, and represents a premium of approximately 81% to the General Cable closing price of $16.55 per share on July 14, 2017, the last day of trading before General Cable announced its review of strategic alternatives.
The transaction, which has been unanimously approved by each company’s Board of Directors and recommended to its shareholders by General Cable’s Board of Directors, is expected to close by the third quarter of 2018, subject to the approval of General Cable’s shareholders representing at least a majority of the outstanding shares, regulatory approvals, and other customary conditions.
“The acquisition of General Cable represents a landmark moment for Prysmian Group and a strategic and unique opportunity to create value for our shareholders and customers,” said Valerio Battista, Prysmian Group CEO.
“Through the combination of two of the premier companies in the cable industry we will be enhancing our position in the sector, by increasing our presence in North America and expanding our footprint in Europe and South America.”
John E. Welsh, III, Non-Executive Chairman of the Board of General Cable, said, “Today’s announcement is the culmination of a thorough and robust review of strategic alternatives undertaken by the General Cable Board of Directors. We are confident that this transaction maximizes value for our shareholders.”
Michael T. McDonnell, General Cable President and Chief Executive Officer, said, “This combination is an ideal strategic fit and ensures we are well-positioned to meet the future opportunities and challenges in the dynamic and evolving wire and cable industry. Together, we will be able to deliver a robust portfolio of products and services and new product innovation across the full breadth of the wire and cable industry globally. Importantly, Prysmian and General Cable have a shared vision and highly compatible cultures founded on similar values.”
Mr. McDonnell continued, “I am extremely proud of our people’s efforts to transform our business over the past several years, including rationalizing the asset base and refocusing on core businesses, streamlining our supply chain, and accelerating profitable growth and innovation in key segments. Today’s announcement is a testament to the team’s hard work and tireless dedication.”
Based on pro forma aggregated results for the twelve months ended September 30, 2017, the combined group would have had sales of over €11 billion and adjusted EBITDA of approximately €930 million. The combined group will be present in more than 50 countries with approximately 31,000 employees.
Prysmian expects the combined group to generate run-rate pre-tax cost synergies of approximately €150 million within five years following closing mainly from procurement, overhead costs savings and manufacturing footprint optimization. One-off integration costs are estimated at approximately €220 million.
The transaction is expected to generate EPS accretion1 in the range of 10-12% for Prysmian shareholders already within the first year following closing (excluding cost synergies and before related implementation costs).
The transaction will be financed through a mix of new debt (for which Prysmian has received lender commitments), cash on hand and existing credit lines, resulting in anticipated pro forma net leverage for the combined group of 2.9x Net Financial Position2 over adj. EBITDA3 LTM 3Q-2017 PF.
Potential Equity Financing
The Board of Directors of Prysmian S.p.A. has requested the Group Chief Financial Officer to analyze the opportunity for Prysmian S.p.A. to implement over the next 12 months a rights issue or other comparable structures for an aggregate maximum amount of €500,000,000.
1 EPS attributable to Prysmian shareholders: (i) before cost synergies and implementation costs and (ii) factoring in equity instruments of €500 million
2 Pro-forma Net Financial Position 2017E assuming conversion of Prysmian 2013 convertible bond (€300 million)
3 EBITDA adj. as defined by Prysmian and General Cable in their respective prior financial releases
Goldman Sachs International and Mediobanca – Banca di Credito Finanziario S.p.A are acting as financial advisors to Prysmian and Wachtell, Lipton, Rosen & Katz is acting as legal advisor. J.P. Morgan Securities LLC is acting as financial advisor to General Cable and Sullivan & Cromwell LLP is acting as legal advisor.
Conference Call to Discuss Transaction
December 4, 2017 at 8:30 a.m. CET a presentation and a conference call for analysts and institutional investors was hosted by Valerio Battista, CEO of Prysmian. The details of the call are +39 02 36009868 (Italy), or +44 (0) 20 34271912 (all other locations), Participant code: 7937011#.
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