COCONUT GROVE, Fla. - Watsco Inc. and ACR Group Inc. announced that they have executed a definitive merger agreement under which Watsco will seek to acquire ACR's outstanding common stock in a cash tender offer of $6.75 per share.
With annual sales of $240 million in its most recent fiscal year, ACR is one of the nation's largest distributors of air conditioning and heating products. Founded in 1990, ACR is based in Houston and operates from 54 locations serving over 12,000 HVAC contractors throughout Florida, Texas, California, Georgia, Tennessee, Arizona, Colorado, Louisiana, Nevada, and New Mexico. ACR has 503 employees and distributes a full line of air conditioning and heating equipment and related parts and supplies consisting of approximately 20,000 SKUs.
Albert Nahmad, Watsco's president and CEO, commented, "We are very pleased to welcome ACR's employees to the Watsco family. We recognize that ACR's success over the years is based on the strong relationships this organization has built with HVAC contractors who want the very best service and a broad range of products available at convenient locations. ACR will operate as a subsidiary of Watsco under its present name and superb management team and Watsco will provide resources where needed to assist with ACR's growth plans."
Alex Trevino Jr., ACR's chairman and CEO, stated, "Watsco is the recognized leader in the HVAC distribution industry. Al Nahmad has done a phenomenal job building Watsco to its present size, and we are pleased to add ACR to the stable of fine companies that comprise the Watsco family. Watsco's culture of allowing its business units to operate relatively autonomously while providing support as needed to foster growth is synonymous with the business model that we developed at ACR. With the resources of Watsco supporting us, our employees should continue to thrive and sustain the dynamic growth rate that has characterized our company in recent years."
Watsco has agreed in the merger agreement to commence a tender offer for ACR's outstanding common stock as soon as practicable at a price of $6.75 per share, a 42 percent premium to the 90-day average closing price. ACR's board of directors has unanimously recommended that ACR's shareholders tender their shares in the offer. Executive officers of ACR and their affiliates have agreed to support this transaction and to sell shares representing approximately 26 percent of ACR's outstanding shares to Watsco for $6.75 per share. The completion of the tender is conditioned upon the number of tendered ACR shares and the shares purchased under the officers' support agreements being at least 66-2/3 percent of ACR's outstanding shares, as well as regulatory approvals and other customary closing requirements. Watsco reasonably believes it will obtain the necessary financing for the transaction and expects to close the merger transaction in August 2007.
Watsco currently operates 385 locations serving over 40,000 customers in 32 states.
Additional information about Watsco may be found at www.watsco.com.