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.
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.
Reid Southby has joined Tower International as executive vice president and general manager of Tower North America.
The divestiture resulted in net cash proceeds of approximately $250 million after payment of transaction costs and fees and the unwinding of the Euro denominated swaps related to Tower’s Term Loan.
Consistent with a leaner regional business footprint resulting from the pending divestiture of its European Operations, the company and COO Mike Rajkovic have mutually agreed to accelerate his planned retirement from Tower.
The purchase price represents an enterprise value of €255 million (approximately $289 million US), which represents an EV/Adjusted EBITDA multiple of 5.4x 2018 full-year expected earnings.
Tower’s European Operations include manufacturing facilities in Belgium, Czech Republic, Germany, Italy, Poland and Slovakia, with offices in Germany and Italy.
During the second half of 2017, Tower will have significant launches in North America on a number of platforms, which in total represent approximately 20 percent of ongoing revenue for the region.
Chabraja, 74, has served as chairman since Tower’s Initial Public Offering in 2010. He joined the board after an illustrious career at General Dynamics, where he was chairman from 1997 to 2010 and CEO from 1997 to 2009.
Tower said fourth quarter results were better than the outlook. The company anticipates above-industry growth through 2019.
Effective immediately, Pär Malmhagen is appointed president of Tower International, reporting to Tower CEO Jim Gouin. He will have overall responsibility for Tower’s North American and European businesses.