CHARLOTTE, N.C., Dec. 13, 2021 /PRNewswire/ -- SPX FLOW, Inc.
(NYSE: FLOW), a leading provider of process solutions for the
nutrition, health and industrial markets, announced today it
entered into an agreement to be acquired by an affiliate of Lone
Star Funds ("Lone Star") in an
all-cash transaction valued at $3.8
billion, including the assumption of debt.
The purchase price represents a premium of nearly 40% over SPX
FLOW's closing stock price on July 16,
2021, the last trading day prior to the publication of an
article in the July 19, 2021, edition
of The Wall Street Journal stating that the Company
received an unsolicited purchase offer.
"We are pleased to have reached this agreement with Lone Star, which is the result of a
comprehensive review of alternatives, including a robust sale
process, conducted by our Board in consultation with independent
advisors," said Robert F. Hull, Jr.,
Chairman of the SPX FLOW Board of Directors. "As part of the
process, SPX FLOW held discussions with multiple strategic and
financial parties and evaluated the transaction against the
Company's standalone prospects, performance and outlook. We
believe this transaction is the right path forward and achieves our
goal of maximizing value for SPX FLOW shareholders."
"SPX FLOW has transformed its business and made important
progress executing against our strategic plans, and we believe this
transaction with Lone Star is an
exciting culmination of those efforts for our shareholders," said
Marc Michael, SPX FLOW President and
CEO. "In Lone Star, we have a partner that brings additional
perspective and expertise to support the continued implementation
of our strategic initiatives as we deliver reliable outcomes for
customers and provide them the high-quality products and services
they expect from us. This transaction is a testament to the
achievements of our employees, and I would like to thank them for
all they do to make SPX FLOW the premier process solutions company.
We look forward to working with Lone
Star to complete the transaction and delivering significant,
immediate and certain value to our shareholders."
"We are excited about the opportunity to partner with SPX FLOW,"
said Donald Quintin, President, Lone
Star Opportunity Funds. "This acquisition is consistent with
Lone Star's strategy to invest in
businesses with substantial runway for growth. We have great
respect for SPX FLOW's talented employees and their commitment to
innovation and serving customers. We look forward to working with
Marc and the entire team to help advance SPX FLOW's strategy and
capture the opportunities ahead."
Transaction Details
The transaction was unanimously approved by the SPX FLOW Board
of Directors and is expected to close in H1 2022, subject to
receipt of certain regulatory approvals, including expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, as well as SPX FLOW
shareholder approval and other customary closing conditions. The
transaction is not subject to a financing condition.
Upon completion of the transaction, SPX FLOW will become a
privately held company and SPX FLOW's shares will no longer trade
on The New York Stock Exchange.
As a condition to the transaction, SPX FLOW has agreed to
suspend payment of its quarterly dividend, effective
immediately.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor to SPX FLOW and Winston & Strawn LLP is serving as its
legal advisor. Citi, RBC Capital Markets, LLC, and BofA Securities
Inc. are serving as financial advisors to Lone Star, and Gibson, Dunn & Crutcher LLP and Kirkland
& Ellis LLP are serving as legal advisors.
About SPX FLOW, Inc.
Based in Charlotte, N.C., SPX
FLOW, Inc. (NYSE: FLOW) improves the world through innovative and
sustainable solutions. The company's product offering is
concentrated in process technologies that perform mixing, blending,
fluid handling, separation, thermal heat transfer and other
activities that are integral to processes performed across a wide
variety of nutrition, health and precision solutions markets. SPX
FLOW had approximately $1.4 billion
in 2020 annual revenues and has operations in more than 30
countries and sales in more than 140 countries. To learn more about
SPX FLOW, please visit www.spxflow.com.
About Lone Star
Lone Star, founded by
John Grayken, is a leading private
equity firm advising funds that invest globally in real estate,
equity, credit and other financial assets. Since the establishment
of its first fund in 1995, Lone Star
has organized 21 private equity funds with aggregate capital
commitments totaling approximately $85
billion. The firm organizes its funds in three series: the
Commercial Real Estate Fund series; the Opportunity Fund series;
and the U.S. Residential Mortgage Fund series. Lone Star invests on behalf of its limited
partners, which include institutional investors such as pension
funds and sovereign wealth funds, as well as foundations and
endowments that support medical research, higher education, and
other philanthropic causes. For more information regarding Lone
Star Funds, go to www.lonestarfunds.com.
Additional Information About the Acquisition and Where to
Find it
This communication is being made in respect of the proposed
transaction involving SPX FLOW and Lone
Star. A stockholder meeting will be announced soon to obtain
stockholder approval in connection with the proposed merger. SPX
FLOW expects to file with the Securities and Exchange Commission
("SEC") a proxy statement and other relevant documents in
connection with the proposed merger. The definitive proxy statement
will be sent to the stockholders of SPX FLOW and will contain
important information about the proposed transaction and related
matters. INVESTORS OF SPX FLOW ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT SPX FLOW, LONE
STAR, AND THE PROPOSED MERGER. Investors may obtain a free
copy of these materials and other documents (when they are
available) filed by SPX FLOW with the SEC at the SEC's website at
http://www.sec.gov, at SPX FLOW's website
https://investor.spxflow.com/ or Scott
Gaffner, Vice President, Investor Relations and Strategic
Insights, SPX FLOW, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.
Participation in the Solicitation
SPX FLOW and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of SPX FLOW's stockholders in
connection with the proposed merger will be set forth in SPX FLOW's
definitive proxy statement for its stockholder meeting. Additional
information regarding these individuals and any direct or indirect
interests they may have in the proposed merger will be set forth in
the definitive proxy statement when and if it is filed with the SEC
in connection with the proposed merger.
Forward-Looking Statements
All statements made in this release, other than statements of
historical fact, are or may be deemed to be forward-looking
statements. These statements are forward-looking statements under
the federal securities laws. We can give no assurance that any
future results discussed in these statements will be achieved.
These statements are based on current plans and expectations of SPX
FLOW and involve risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be
different from any future results, performance or achievements
expressed or implied by these statements. Actual results could
differ materially from those contained in any forward-looking
statement as a result of various factors, including, without
limitation: (1) conditions to the closing of the transaction may
not be satisfied and required regulatory approvals may not be
obtained; (2) the transaction may involve unexpected costs,
liabilities or delays; (3) the business of SPX FLOW may suffer as a
result of uncertainty surrounding the transaction; (4) the outcome
of any legal proceedings related to the transaction; (5) SPX FLOW
may be adversely affected by other economic, business, legislative,
regulatory and/or competitive factors; (6) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; (7) risks that the transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction;
(8) the failure to obtain the necessary debt financing arrangements
set forth in the commitment letter received in connection with the
transaction; and (9) other risks to consummation of the
transaction, including the risk that the transaction will not be
consummated within the expected time period or at all. If the
transaction is consummated, the SPX FLOW's stockholders will cease
to have any equity interest in SPX FLOW and will have no right to
participate in its earnings and future growth. Additional factors
that may affect the future results of SPX FLOW are set forth in its
filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2020,
which are available on the SEC's website at www.sec.gov. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof.
SPX FLOW Contacts
Investor Contact:
Scott
Gaffner
VP, Investor Relations and Strategic Insights
704-752-4485
Investor@spxflow.com
Media Contact:
Melissa
Buscher
Chief Communications & Marketing Officer
704-449-9187
Melissa.buscher@spxflow.com
Lone Star Contact:
Christina
Pretto
Managing Director, Communications and Public Affairs
212-849-9662
mediarelations@lonestarfunds.com
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SOURCE SPX FLOW, Inc.
