SPX FLOW, Inc. (NYSE: FLOW), a provider of process solutions for the nutrition, health and industrial markets, says it has agreed to be acquired by Lone Star Funds in an all-cash deal valued at $3.8 billion.
The agreement includes the assumption of debt, SPX FLOW said.
The purchase price represents a premium of nearly 40% over SPX FLOW’s closing stock price on July 16, 2021, the last trading day prior to the publication of an article in the July 19, 2021, edition of The Wall Street Journal which stated the company received an “unsolicited purchase offer.”
Earlier this year, SPX FLOW turned down acquisition offers from Ingersoll Rand that were valued at $85 per share and $81.50 per share.
“We are pleased to have reached this agreement with Lone Star, which is the result of a comprehensive review of alternatives, including a robust sale process, conducted by our board in consultation with independent advisors,” said Robert F. Hull, Jr., chairman of the SPX FLOW board of directors. “As part of the process, SPX FLOW held discussions with multiple strategic and financial parties and evaluated the transaction against the company’s standalone prospects, performance and outlook. We believe this transaction is the right path forward and achieves our goal of maximizing value for SPX FLOW shareholders.”
The transaction was unanimously approved by the SPX FLOW Board of Directors and is expected to close in the first half of 2022, subject to receipt of certain regulatory approvals. The approvals include expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as well as SPX FLOW shareholder approval and other customary closing conditions.
The transaction is not subject to a financing condition, SPX FLOW said.
After the deal is finalized, SPX FLOW will become a privately held company, and its shares will no longer trade on The New York Stock Exchange.
As a condition to the transaction, SPX FLOW has agreed to suspend payment of its quarterly dividend, effective immediately.
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