Ali Group and Webilt announce definitive merger agreement

CHICAGO AND NEW PORT RICHEY, FL – (COMMERCIAL THREAD) – Ali Holding Srl (“Ali Group”), one of the world’s largest and most diverse leaders in the catering equipment industry, and Welbilt, Inc. (NYSE: WBT) announced today that they have entered into a definitive merger agreement under which Ali Group will acquire Welbilt in a cash transaction for $ 24.00 per share, or approximately $ 3.5 billion in total equity value and $ 4.8 billion in enterprise value. The merger agreement was unanimously approved by the boards of directors of both companies.

“We are delighted to announce this agreement with Welbilt and look forward to combining our highly complementary brands to create a comprehensive product portfolio and strengthen our global footprint,” said Filippo Berti, Chairman and CEO of Ali Group. “We have long admired the heritage, breadth of products, brand strength and management team of Welbilt, and together we will have an expanded line of innovative products. The transaction marks an important milestone in Ali Group history and will position us to better serve our clients and capitalize on attractive growth opportunities. We are delighted to welcome Welbilt and its employees to the Ali Group family as we strengthen our global presence and continue to build on our culture of quality and innovation.

“We are delighted to enter into this agreement with Ali Group, which offers exceptional value to Welbilt shareholders, offers new opportunities to Welbilt employees and allows Welbilt to benefit from the expertise and resources of the Ali Group”, said Bill Johnson, President and CEO of Welbilt. Officer. “This transaction provides Welbilt shareholders with attractive and secure cash value at an attractive premium and will create a global leader in catering equipment and solutions with a full range of connectable catering solutions for our customers. I would like to thank each of our employees for their hard work and dedication to the success of Welbilt, which enabled us to complete this agreement today. On behalf of the Welbilt Board of Directors and Management Team, we are delighted to work closely with Filippo and the Ali Group team as we bring our businesses together. ”

In addition, Carl C. Icahn (and its subsidiaries), which owns 7.7% of the shares of Welbilt, has entered into a support agreement in favor of the transaction.

Approvals and timeline

The transaction, which is not conditional on financing, is expected to be finalized in early 2022, subject to the satisfaction of customary closing conditions, including the approval of Welbilt shareholders. Upon completion of the transaction, Welbilt’s shares will no longer trade on the New York Stock Exchange.

Welbilt also confirmed today that it terminated the previous merger agreement with The Middleby Corporation (“Middleby”) on April 20, 2021. Under the terms of the Middleby merger agreement, Ali Group paid Middleby compensation of termination of $ 110 million as agreed in the Ali Group merger agreement. In view of the termination of the agreement with Middleby, Welbilt cancels its extraordinary general meeting of July 21, 2021 to approve the Middleby transaction. Welbilt plans to announce a special meeting of shareholders to approve the Ali Group transaction at a later date.

Advisers

Goldman Sachs & Co. LLC has acted as exclusive financial advisor to Ali Group, with funding provided by Goldman Sachs International and Mediobanca, and Alston & Bird is acting as legal advisor. Morgan Stanley & Co. LLC acts as exclusive financial advisor to Welbilt, and Gibson, Dunn & Crutcher LLP as legal advisor.

About the Ali group

Founded in 1963, Ali Group is an Italian company headquartered in Milan, Italy, with North American operations based in Chicago, Illinois. Through its subsidiaries, the company designs, manufactures, markets and services a wide range of commercial and institutional catering equipment used by large restaurant and hotel chains, independent restaurants, hospitals, schools. , airports, correctional facilities and canteens.

Ali Group and its 80 global brands employ around 10,000 people in 30 countries and, in terms of sales, is one of the world’s largest and most diverse leaders in the catering equipment industry. It has 58 manufacturing plants in 15 countries and sales and service subsidiaries in Europe, North America, South America, the Middle East and Asia-Pacific.

For more information on Ali Group products and services, visit www.aligroup.com.

About Webilt, Inc.

Welbilt, Inc. provides the world’s best chefs, leading chain operators and growing independents with cutting-edge equipment and solutions. Our innovative products and solutions are fueled by our in-depth knowledge, operator knowledge and culinary expertise. Our award-winning product brand portfolio includes Cleveland ™, Convotherm®, Crem®, Delfield®, Frymaster®, Garland®, Kolpak®, Lincoln®, Manitowoc® Ice, Merco®, Merrychef® and Multiplex®. These product brands are supported by three service brands: KitchenCare®, our spare parts and service brand, FitKitchen®, our brand of fully integrated kitchen systems, and KitchenConnect®, our digital platform brand based on the cloud. Headquartered in the Tampa Bay, Florida area and operating 19 manufacturing facilities across the Americas, Europe and Asia, we sell through a global network of more than 5,000 distributors, resellers, buying groups and manufacturer representatives in over from 100 countries. We have approximately 4,500 employees and generated sales of $ 1.2 billion in 2020. For more information, visit www.welbilt.com.

Additional information and where to find it

This communication does not constitute an offer to buy or the solicitation of an offer to sell securities. This communication concerns a proposal made by Ali Group for a business combination transaction with Welbilt, Inc. As part of this proposal and subject to future developments, Ali Group (and, if a negotiated transaction is accepted, Welbilt) may file one or more proxies or other documents with the SEC. This communication does not replace any proxy statement or other document that Ali Group and / or Welbilt may file with the SEC in connection with the proposed transaction. INVESTORS AND HOLDERS OF SECURITIES IN WELBILT ARE ADVISED TO READ CAREFULLY THE FORM OF PROXY AND OTHER SEC-FILED DOCUMENTS IN ITS ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy (if and when available) will be sent by post to Welbilt shareholders. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Ali Group through the website maintained by the SEC at http://www.sec.gov.

Participants in the call for tenders

Ali Group, as well as the other participants named herein (collectively, “Ali Group”), and certain of its directors and officers may be considered participants in any solicitation regarding the proposed transaction under the rules of the SEC.

The participants in this solicitation are Ali Holding Srl and Filippo Berti (President and CEO), Bradford D. Willis (CFO), Ryan Blackman (Director of Marketing and Communications), Andrea Cocchi (CEO, EMEA and APAC) and Maurizio Anastasia (Chief Financial Officer, EMEA and APAC). As of the date hereof, the Ali Group (including officers, directors and other members of management) does not hold any Welbilt shares.

Welbilt and certain of its directors and officers may be considered participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and officers of Welbilt is presented in its proxy circular for its 2021 annual meeting of shareholders, which was filed with the SEC on March 15, 2021, and in Welbilt’s annual report on Form 10- K for the year ended. December 31, 2020, which was filed with the SEC on February 26, 2021. Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by title or otherwise, will be contained in the solicitation circular proxies and other relevant documents to be filed with the SEC relating to the proposed transaction when such documents become available.


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