Wärtsilä Corporation says it has reached agreement with the board of Hamworthy plc, a U.K. listed engineering company focused on the marine and oil and gas sectors, in regards to a recommended cash offer for the acquisition of Hamworthy.
Hamworthy shareholders will receive 825 pence in cash for each Hamworthy share valuing Hamworthy's entire issued and to be issued share capital at approximately GBP 383 million. This represents an EV / LTM EBITDA multiple of 14.3x as at September 30, 2011. The acquisition is conditional on the approval by the shareholders of Hamworthy. The acquisition is expected to be closed during the first quarter in 2012. The acquisition is subject to relevant regulatory approvals in Germany and Norway.
Wärtsilä says that combining Hamworthy and Wärtsilä will allow both organisations to broaden and enhance their capabilities in rapidly evolving offshore, marine gas applications as well as environmental solutions markets. Both Hamworthy and Wärtsilä will benefit from technology sharing and optimized R&D to enhance position for the global marine and offshore markets.
Wärtsilä has a global footprint with operations in 70 countries and significant financial scale, which will allow it to expand the geographic and customer reach of Hamworthy's products. Wärtsilä's extensive services network will support Hamworthy in its after sales activities.
Björn Rosengren, CEO, Wärtsilä Corporation, commenting on the acquisition, said:
"We believe strongly in marine gas markets and the opportunities in the rapidly evolving environmental markets. Combining our resources with Hamworthy, we will be able to offer customers a broader portfolio of economically efficient, reliable and environmentally sustainable products and systems. We recognize the success achieved to date by Hamworthy and we are confident that our global presence, scale and resources will enable Hamworthy to accelerate its growth and exploit its full potential, particularly in the early stage environmentally sustainable technologies. We look forward to working with the management and employees of Hamworthy to combine our expertise and experience for the benefit of our customers around the globe as well as for the benefit of our shareholders."
Gordon Page, Non-Executive Chairman, Hamworthy plc, said:
"The Board believes this is an attractive offer for Hamworthy shareholders, reflecting the strengths of Hamworthy's global positions and its growth prospects. Hamworthy is an innovative, global engineering company, providing high technology products, systems and services to the marine and oil and gas sectors. The combination with Wärtsilä represents a strategic transaction, and Wärtsilä has committed to providing continued stability and opportunity for our employees within the Wärtsilä Group and the continued development of Hamworthy's extensive product and service offering for Hamworthy's customers. I would like to thank all the Hamworthy Directors and employees for their contribution to the success of the company, which I am confident will continue under Wärtsilä's ownership."
Hamworthy is a global provider of specialist equipment and services to the marine, oil & gas and industrial sectors. Hamworthy employs around 1,150 people worldwide. Headquartered in Poole (UK), Hamworthy has design, manufacture and sale of equipment facilities in the UK, Norway, Denmark, Germany, Singapore, and a modern assembly plant in China.
In its most recent financial year, ended 31 March 2011, Hamworthy achieved revenue of GBP 181.6 million (2010: GBP 214.3 million) and underlying operating profit of GBP 13.8 million (2010: GBP 19.7 million).
November 22, 2011