Timothy T. Tevens, President and CEO of Columbus McKinnon, commented, “STAHL brings a well-established brand, an excellent reputation for quality and strong customer relationships. Combined with our Magnetek acquisition, we have measurably expanded our value proposition for our customers. There are several opportunities to create a stronger combined business including expanding the scale and scope of the STAHL product platforms into emerging markets using our established global sales force, and the sharing of intelligence and engineering know-how among our businesses, including smart hoist technology. We believe we have laid the foundation for years of success through global collaboration to generate long-term value for our customers, employees and investors.”
Columbus McKinnon has acquired all of the issued and outstanding capital stock of the STAHL CraneSystems business (“STAHL”), including STAHL CraneSystems GmbH and nine STAHL affiliates for an all-cash purchase price of €224 million (~$240 million) net of cash and debt acquired from Konecranes Plc. The purchase price was further reduced by €1.2 million (~$1.3 million) for a working capital adjustment net of interest accrued from the effective date of the acquisition through closing.
Columbus McKinnon expects the cost synergies before purchase accounting and charges to contribute $0.34 per share of earnings accretion during fiscal 2018 and $0.51 per share during fiscal 2019. Fiscal 2018 cost synergies are expected to be $5 million increasing to a total of $11 million during fiscal 2019. The Company anticipates one-time transaction related costs in fiscal 2017 between $8.0 million and $9.0 million. In fiscal 2018, there will be one-time integration costs of approximately €6 million (~$6 million).
In conjunction with the closing of the acquisition, the Company completed its previously announced debt financing. The new debt, has been used to fund the Company’s acquisition of STAHL, including certain fees and expenses incurred in connection with the transaction, and to repay the outstanding balances on the Company’s current revolving credit facility and term loan. The first lien term loan is in the amount of $445 million at a rate of LIBOR plus 3.0%. The Company also secured a $100 million revolving credit facility.
Sale of common equity
Columbus McKinnon closed its sale of 2,273,000 shares of unregistered common stock at a price of $22 per share. After underwriting discounts, commissions and offering expenses, net proceeds were approximately $47.2 million and were used to fund a portion of the STAHL acquisition. Following the closing of the offering, Columbus McKinnon has approximately 22.5 million shares of common stock outstanding.
The securities offered in this private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed to file a registration statement covering the resale of the shares of common stock acquired by the investors no later than the earlier of the 90th day after the closing of the offering or 10 days following the Company’s filing of all acquisition-related financial statements of the STAHL business required by SEC rules or regulations.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.