MARKARYD, Sweden and FORT WAYNE, Ind. — WaterFurnace Renewable Energy Inc. and NIBE Industrier AB of Sweden announced that they have entered into an agreement whereby NIBE will acquire 100 percent of the outstanding shares of WaterFurnace by way of a plan of arrangement under the Canada Business Corporations Act.
“This transaction is NIBE’s largest to date in North America and further elevates our position as one of the global market leaders in sustainable energy solutions. Following our successful expansion of our Elements Division in the United States, the teaming up with WaterFurnace represents a strategic match and bridgehead into North America also for our largest business area, Energy Systems. We are pleased to see that both groups share the same entrepreneurial tradition and technological vision, being one of the first companies to market geothermal heat pump solutions on respective sides of the Atlantic,” said Gerteric Lindquist, CEO of NIBE.
”I believe this is a compelling offer for our shareholders and I am confident that WaterFurnace and its employees have found an excellent strategic partner in NIBE. The combined talents of these two fine companies are aimed at helping people around the globe find sustainable energy solutions. As CEO of WaterFurnace and on behalf of my whole team, I can state that we are excited to be joining one of the market leaders in our industry,” said Tom Huntington, CEO of WaterFurnace.
NIBE is an international heating technology company. NIBE Energy Systems is a leading manufacturer of heat pumps in Europe and one of Europe’s major manufacturers of water heaters and other products for indoor climate comfort. NIBE had 2013 net sales of SEK 9.8 billion (US $1.5 billion).
WaterFurnace is a leading manufacturer of geothermal heat pump heating and cooling systems in North America. The company’s product offering includes a range of geothermal heat pumps, smart control systems, hot water storage tanks, and IAQ solutions. Products are marketed under the WaterFurnace and GeoStar brands in North America, and the WFI brand via a joint venture in China. In financial year 2013, WaterFurnace had net sales of US $119 million. Headquartered in Fort Wayne, Indiana, WaterFurnace has been listed on the Toronto Stock Exchange since 1993.
Under the arrangement agreement, WaterFurnace shareholders will receive C$30.60 in cash for each WaterFurnace share held, which represents a premium of 27 percent to the 30-day volume weighted average trading price of the WaterFurnace shares on the Toronto Stock Exchange for the period ended June 20, 2014.
The completion of the transaction is subject to the approval of at least two-thirds of the votes cast by WaterFurnace shareholders at a special meeting of WaterFurnace shareholders to consider the arrangement, which is expected to be held in August 2014. Completion of the arrangement is also subject to the approval of the Ontario Superior Court of Justice, the receipt of the required approvals under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, the receipt of all other necessary regulatory and third-party approvals, and other customary conditions.
The transaction has been reviewed by an independent committee of the board of directors of WaterFurnace and has been unanimously approved by the WaterFurnace board. The board recommends that the WaterFurnace shareholders vote in favor of the arrangement at the special meeting.
Publication date: 6/23/2014