International law firm Weil, Gotshal & Manges has represented Edwards Group Limited, as co-counsel with Davis Polk & Wardwell London LLP, on its takeover by Atlas Copco. Edwards, the Crawley, UK-headquartered developer and manufacturer of vacuum products, abatement systems and related value-added services, has entered in to a definitive merger agreement with Swedish industrial group Atlas Copco AB, which has leading positions in compressors, expanders and air treatment systems, construction and mining equipment, power tools and assembly systems.
The transaction, which has been approved by the Boards of Directors of both parties, is subject to customary closing conditions including Edwards shareholder approval and antitrust clearance. Atlas Copco is offering US$9.25 per Edwards share plus an additional payment of up to US$1.25 dependent on Edwards’ results for the year ending 31 December 2013. This equates to a maximum enterprise value of approximately US$1.6 billion.
The transaction represents a complementary business fit for the two companies, bringing significant benefits of greater operational scale and increased opportunities for achieving leading market positions. Following completion, a new Vacuum Solutions Division will be formed within Atlas’ Compressor Techniques business area, which will be headquartered in Crawley and will consist of Edwards together with Atlas Copco’s existing Quincy vacuum business.
Weil has advised Edwards on significant stages of its corporate development, having represented Edwards in May 2012 on its initial public offering on the NASDAQ stock exchange in New York, which was one of the few successful premium equity offerings in H1 2012. Davis Polk & Wardwell represented the underwriters in Edwards’ initial public offering.
The UK and US Weil team was led by London Corporate partner Peter King, and included New York Corporate partners David Blittner and Jackie Cohen, London corporate associates Dan Stanton and Alice Brogi and New York corporate associate Jamie Lurie. Tax and employee benefits advice was provided by Oliver Walker, Adam Mendelowitz, Erica Rees and Ellie Marques, and Competition partner Doug Nave and associate Neil Rigby are providing antitrust advice. The team also included lawyers from Weil’s offices in France and Germany.
