Goteborg, Sweden – The SKF Group has announced the successful completion of its all cash tender offer to acquire all outstanding shares of Kaydon Corporation for US$35.50 in cash. SKF expects to complete the acquisition of Kaydon later today through a merger under Section 251(h) of the Delaware General Corporation Law.
"I am delighted that Kaydon and its employees will be joining the SKF Group. Kaydon brings to SKF a highly complementary product portfolio and an improved customer and geographic presence. They have a strong leadership team, as well as highly skilled and qualified employees," says Tom Johnstone, SKF president and CEO.
"This acquisition fully supports SKF's strategy to become a knowledge engineering company and will enable us to even better serve our customers and distributors around the world."
Kaydon is a diversified industrial manufacturer with three distinct business areas: friction control products (primarily bearings), velocity control products and specialty products, including environmental services. Kaydon has a global footprint with 62% of its sales generated in North America, 24% in Europe, 12% in Asia Pacific and 2% in the rest of the world. In 2012, the company had sales of USD 475 million, with an adjusted operating profit of around 16% and has over 2,100 employees.
SKF expects to achieve annual cost synergies of US$30 million and sales synergies of US$50 million over the next several years. This will be achieved by leveraging synergies in cost and purchasing, in distribution and sales channels and by utilizing the combined manufacturing foot print.
The tender offer expired on 11.59 p.m., Eastern Time on October 15, 2013, and a total of 25,463,526 shares were validly tendered into and not validly withdrawn from the tender offer, representing approximately 77.1% of Kaydon's outstanding shares on a fully diluted basis. The condition of the tender offer that a majority of Kaydon's outstanding shares on a fully-diluted basis be validly tendered and not withdrawn has been satisfied.
As a result of the planned merger, Kaydon will be a wholly owned subsidiary of SKF as of October 16, 2013 and will be reported outside the existing business areas. All remaining eligible Kaydon shares will be converted into the right to receive US$35.50 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer (eligible shares exclude those for which holders properly demanded appraisal under Delaware law). Following completion of the merger, the common stock of Kaydon will cease to be traded on the New York Stock Exchange and will no longer be listed.
J.P. Morgan Limited is serving as financial advisor to SKF and Reed Smith LLP is serving as SKF's legal counsel.