August 4, 2008
Fincantieri to buy Manitowoc Marine for $120 million
The Manitowoc Company, Inc. (NYSE: MTW) today announced that it has signed a definitive purchase agreement to sell the stock of its Marine segment to Fincantieri Marine Group Holdings, Inc., a subsidiary of Fincantieri - Cantieri Navali Italiani SpA (Fincantieri). Lockheed Martin Corporation (NYSE: LMT) has agreed to be a minority investor with Fincantieri in the proposed acquisition.
The transaction, which is valued at $120 million (subject to certain closing adjustments), is an all-cash deal that is anticipated to close at the end of 2008. The sale is subject to customary clearances for transactions of this type including U.S. antitrust and certain U.S. security agencies.
Manitowoc Marine Group (MMG) is a full-service shipbuilding, ship repair, and ship conversion organization that operates facilities in Sturgeon Bay, Wisconsin; Marinette, Wisconsin; and Cleveland, Ohio. Serving a broad base of commercial, military, and government customers that operate vessels both on and off the Great Lakes, MMG employs a workforce of 1,587 at its Bay Shipbuilding, Marinette Marine, and Cleveland Shiprepair operations.
Fincantieri says the acquisition of MMG responds to the U.S. Navy's expressed desires that U.S. shipyards adopt best practices from leading international counterparts. It notes that "with a proven record of delivering complex military and commercial ships, on time and on budget at a firm fixed price, Fincantieri will bring to the U.S. market its extensive expertise in modern ship design and construction methods, thus greatly enhancing the technological capability and production processes at the yards of MMG."
Fincantieri plans to invest in modernizing MMG's facilities, thereby increasing efficiency and productivity, significantly benefiting MMG's U.S. Navy and U.S. Coast Guard customers, as well as the shipyards' employees and the local communities where they live and work.
"This acquisition represents a significant step in pursuing the growth of Fincantieri and its naval business overseas" said Giuseppe Bono, Chief Executive Officer of Fincantieri. "Further, we achieve a key milestone in the implementation of our Business Plan".
"This will enhance the Littoral Combat Ship team's ability to deliver high quality and high value ships to support the U.S. Navy's critical mission," said Fred P. Moosally, President of Lockheed Martin's Maritime Systems & Sensors business.
UBS Investment Bank is acting as sole financial advisor to Fincantieri, with Morgan Lewis and Bockius LLP as legal advisor and Pricewaterhouse Coopers TS as due diligence advisor.
In announcing the pending sale, Glen E. Tellock, Manitowoc's president and chief executive officer, said: "As our legacy business, Marine led the way in establishing Manitowoc's tradition of integrity, commitment to stakeholders, and passion for excellence -- the values that have driven the success for all three of our segments. In addition, this transaction expands the opportunities for MMG to continue its industry leadership in the future. More importantly, it will allow MMG to become part of a growing, global organization that is exclusively focused on commercial and military shipbuilding."
"This transaction will allow Manitowoc to focus its financial assets and managerial resources on the growth of its increasingly global crane and foodservice businesses. It also will allow us to invest the proceeds from the sale to generate additional shareholder value," Tellock added.
Assuming a timely completion of this sale by year-end, the transaction is expected to generate a per-share, after-tax gain of approximately $0.60. Manitowoc intends to use the after-tax proceeds for general corporate purposes, which include pay down of debt anticipated as a result of the pending acquisition of Enodis.
Merrill Lynch & Co. served as financial advisor to Manitowoc in this transaction.