PROVIDENCE, R.I. — Nortek Inc., a global diversified company whose offerings include heating and cooling products, ventilation products, and more, announced that it has signed an agreement and plan of merger with Melrose Industries PLC, a UK listed public company, to be acquired by Melrose for $86 per share in cash — an estimated total enterprise value of approximately $2.8 billion. The purchase price represents a premium of approximately 38 percent to Nortek’s closing price on July 5, 2016, and a premium of approximately 80.4 percent to the volume weighted average price over the prior six month period.
Pursuant to the terms of the merger agreement, Nevada Corp., a newly created wholly owned subsidiary of Melrose, will conduct an all-cash tender offer for 100 percent of Nortek’s common stock and, subject to the successful completion of the offer, Nevada Corp. will merge with and into Nortek, resulting in Nortek becoming a wholly owned subsidiary of Melrose. The merger agreement was unanimously approved by Nortek’s and Melrose’s boards of directors.
Closing of the transaction is subject to shareholder approval as well as certain regulatory approvals and other customary closing conditions.
“We are very pleased to have reached the proposed agreement with Melrose Industries, which represents a significant premium for our shareholders,” said Michael J. Clarke, Nortek’s president and chief executive officer. “We believe this partnership with Melrose will enhance Nortek’s ability to further leverage its industry-leading brands and market positions to continue driving profitable growth. We believe this transaction will be a positive for our employees and customers alike.”
“We have watched and admired Nortek’s progress and we are convinced we can steer this fine business to achieve its full potential,” said Christopher Miller, Melrose’s chairman. “We see a company full of hard-working, dedicated people who are really good at what they do. We can harness those strengths by meaningful long-term investment and a vision based on our own experience in similar and relevant markets down the years. Melrose has been a highly successful custodian and builder of U.S. businesses and we are confident that we can bring that expertise to build Nortek for the long term.”
For more information about Nortek, visit www.nortek.com.
For more information about Melrose Industries, visit www.melroseplc.net.
Publication date: 7/7/2016