Gardner Denver Inc.—a manufacturer of industrial machinery like air compressors and pressure blowers—said Friday it has agreed to be purchased by private equity firm KKR in a deal worth $3.9 billion, including assumed debt.
Simpson Thacher & Bartlett is advising longtime client KKR on the matter, while Gardner Denver has turned to Skadden, Arps, Slate, Meagher & Flom.
Under the terms of the agreement, KKR has agreed to pay $76 for each share of Wayne, Pennsylvania–based Gardner Denver. The purchase price represents a premium of 39 percent over the target’s closing price on October 24, the day before Gardner Denver announced it was considering a sale. The deal is expected to close in the third quarter of 2013, pending approval from Gardner Denver’s shareholders and regulators.
Reuters reported last month that Gardner Denver was considering KKR’s offer after the company’s financial forecast for the coming year fell short of both last year’s numbers and analysts’ predictions for 2013. Negotiations with other private equity bidders, as well as rival SPX Corp., fell apart in recent months due to those potential suitors’ concerns about the dwindling demand for the company’s products, according to Reuters.
In announcing the agreement with KKR, Gardner Denver CEO Michael Larsen said in a statement: "After a thorough review of strategic alternatives to enhance shareholder value, we are pleased to provide our shareholders with immediate and substantial cash value representing a significant premium to our unaffected share price."
The Simpson Thacher team advising KKR includes M&A partners Sean Rodgers and Andrew Calder, as well as credit partner James Cross, capital markets partner Richard Fenyes, executive compensation and employee benefits partner Andrea Wahlquist, tax partner Nancy Mehlman, and antitrust partners Joseph Tringali and David Vann. Antitrust senior counsel Michael Naughton, corporate senior counsel Adeeb Fadil, real estate counsel Krista McManus, labor and employment counsel Julie Levy, and insurance senior counsel Elisa Alcabes are also advising. Associates on the deal are Rhett Van Syoc, Jay Blackman, John Kupiec, Erik Ping Wang, Adam Shapiro, Nicole Tague, Ellen Frye, Etienne Renaudeau, Timothy Mulvihill, Patricia Adams, and Jodi Sackel.
Simpson Thacher advised KKR on the sale of its stake in music rights management company BMG to Bertelsmann in a deal announced last week that, according to The New York Times, is worth between $700 million and $800 million. KKR’s general counsel, David Sorkin, is a former Simpson Thacher partner.
Skadden is representing Gardner Denver with a team that includes M&A partners Stephen Arcano and Richard Grossman, along with executive compensation and benefits partner Neil Leff and tax partner David Rievman.
Brent Walters is Gardner Denver’s general counsel.