Autokiniton US Holdings, Inc. (AGG) recently announced the completion of its acquisition of Tower International, Inc. (Tower), a leading manufacturer of engineered automotive structural metal components and assemblies, for $31 per share in cash. AGG is a subsidiary of Autokiniton Global Group, LP, a portfolio company of KPS Capital Partners, LP (KPS), a leading global private equity firm with approximately $5.1 billion of assets under management, as of June 30.
The tender offer for the outstanding shares of Tower’s common stock, which was made in connection with the Agreement and Plan of Merger, dated as of July 12, 2019, by and among AGG, Tiger Merger Sub, Inc. (Merger Sub) and Tower (the Merger Agreement), expired at 5:00 p.m. (EDT), on September 27. Following the successful completion of the tender offer, on September 3, AGG completed the acquisition of Tower through the merger of Merger Sub with and into Tower without a vote of Tower’s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, Tower became a wholly owned subsidiary of AGG and its shares of common stock will no longer trade on the New York Stock Exchange.
In connection with the merger, each share of common stock of Tower not validly tendered into the Offer (other than certain shares and shares held by any stockholder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL) has been cancelled and converted into the right to receive $31 per share, in cash, net of applicable withholding, without interest in accordance with the merger agreement.
