Thermadyne Holdings Corporation, a global manufacturer of metal cutting and welding products, has confirmed an acquisition agreement with Irving Place Capital. The overall transaction has been valued at approximately $422m.
Irving Place Capital is a mid-market private equity firm. According to agreement terms, Thermadyne’s shareholders are set to receive $15.00 per share in cash for every share of Thermadyne’s common stock. This figure represents an 18% premium over the average closing share price of $12.71 during the last 30 trading days ending 4th October 2010. Furthermore, it represents a 25% premium in comparison to Thermadyne’s average closing share price during the last 90 days, of $12.05.
In a statement, Paul Melnuk, Chairman of the Board of Directors at Thermodyne commented, “I am very pleased with the accomplishments that our leadership team and employees around the world have made over the last seven years in restoring and revitalizing Thermadyne’s leadership position in the marketplace. This transaction allows all of our shareholders to realize the value created.”
Thermadyne’s president, Martin Quinn was equally positive about the deal. He said, “Our team has created a strong market presence with leading brands and unwavering customer commitment. Irving Place Capital’s ability to bring value-added resources will help continue Thermadyne’s growth momentum.”
The Company’s Board of Directors unanimously approved the transaction and recommended that Thermadyne’s shareholders adopt the agreement with Irving Place Capital. Similarly, investment funds managed by Angelo, Gordon & Co., L.P. executed an agreement with an affiliate of Irving Place Capital to vote its shares in favour of the transaction with Irving Place Capital.
A Senior Managing Director of Irving Place Capital, Douglas Korn, remarked, “We are excited to invest behind this talented management team in pursuit of Thermadyne’s vision for continued product and service innovations in key global markets.”
The transaction is hoped to close in December 2010 and is subject to shareholder approval and other customary closing conditions. Oppenheimer & Co. Inc. is acting as Thermadyne’s exclusive financial advisor, and Bryan Cave LLP serves as its legal advisor in connection with this transaction.
Meanwhile, RBC Capital Markets is acting as Irving Place Capital’s exclusive financial advisor, and Weil, Gotshal & Manges LLP is acting as its legal advisor. Jefferies & Company, Inc. or one or more of its affiliates, RBC Capital Markets and GE Antares Capital Corporation have committed to providing debt financing in support of the transaction.
Irving Place Capital invests in private equity capital in buyouts, recapitalisations and growth capital opportunities alongside senior management teams. The Company, formed in 1997, has invested in more than 50 firms and has raised over $4bn of equity capital, including its current $2.7bn institutional fund.