Autokiniton Global Group (AGG), a North American supplier of metal-formed components and complex assemblies to the automotive industry, has entered into a definitive agreement to acquire Tower International for $31 per share in cash. AGG is a portfolio company of private equity firm KPS Capital Partners.
The all-cash transaction represents a 70% premium to Tower’s closing stock price on July 11, 2019. Including Tower’s debt and pension related liabilities, the total value of the transaction is approximately $900 million.
“We are extremely pleased to reach agreement with AGG on a mutually beneficial transaction that creates substantial value for Tower stockholders, customers and colleagues. Tower stockholders benefit from an immediate share price premium,” said Tower President and CEO Jim Gouin. “Tower customers will benefit from the expanded product offering and manufacturing footprint of Tower and AGG. Finally, Tower colleagues will benefit by becoming a part of a combined entity, which will be a more competitive North American supplier with a complementary manufacturing footprint and lightweighting technologies that uniquely position it for continued profitable growth.”
“The acquisition of Tower will significantly enhance AGG’s position as a leading North American manufacturer of metal formed components for the automotive industry,” said AGG CEO George Thanopoulos. “The combination of these two companies creates synergistic value by lowering overall cost, significantly broadening our product offerings and diversifying our customer base. We are excited to bring Tower’s world-class products, well-positioned facilities and highly-skilled workforce into AGG. Following the transaction, AGG will remain conservatively capitalized, with capital resources to fund product-focused research and development, technology and significant organic growth. AGG remains committed to providing our current and future customers with world-class product quality and customer service.”
Terms of the Transaction
Under the terms of the definitive merger agreement, AGG will commence a tender offer no sooner than Aug. 14, 2019, and no later than Aug. 19, 2019, to acquire all of the outstanding shares of common stock of Tower for $31 per share in cash. The tender offer will be subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Tower common stock and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Following the closing of the tender offer, a wholly-owned subsidiary of AGG will merge with and into Tower, with each share of Tower common stock that has not been tendered being converted into the right to receive the same $31 per share in cash offered in the tender offer.
The definitive agreement includes a 35-day “go-shop” period, which permits Tower’s board and financial adviser to actively initiate, solicit and consider alternative acquisition proposals. Tower will have the right to terminate the merger agreement to accept a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this 35 day “go-shop” will result in a superior proposal, and Tower does not intend to disclose developments with respect to the solicitation process unless and until the board makes a determination requiring further disclosure.
J.P. Morgan Securities LLC is serving as exclusive financial adviser for Tower and rendered a fairness opinion. Houlihan Lokey Capital, Inc. provided an additional fairness opinion for Tower. Lowenstein Sandler LLP is serving as the legal adviser to Tower. Goldman Sachs & Co. and Bank of America Merrill Lynch, are serving as the financial advisers for AGG and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as the legal adviser to AGG.
The transaction is anticipated to close in September or October of 2019.
