Under the terms of the acquisition, Tomkins shareholders will receive 325 UK pence in cash for each Tomkins share with Tomkins' existing issued and to be issued share capital valued at approximately £2.89 billion.
The company will now be owned by Pinafore, is a newly incorporated company formed for the purpose of implementing the acquisition at the direction of, and jointly owned by, the consortium, which includes private equity firm Onex and the Canada Pension Plan Investment Board (CPPIB).
Tomkins is a global engineering and manufacturing group which manufactures a variety of products for the industrial, automotive and building products markets across North America, Europe, Asia and the rest of the world. The Tomkins Group employs more than 25,000 staff and operates in over 23 countries.
"We recognise that as economies around the world continue to struggle, significant challenges remain for all industrial companies”, said Seth Mersky, chairman of Pinafore. “We believe that our offer represents a great reward for Tomkins' shareholders and a chance for us to build value over a long investment horizon."
This acquisition follows a positive first half year results from Tomkins, with sales of ongoing segments increased by 23% and their adjusted operating profit increased by 229%.“The group delivered a good set of results for the first half, benefitting from the continued improvement in conditions in most of our end markets,” reported David Newlands, chairman. “These results also reflect the positive impact from the actions management have taken over the last few years to reduce our cost base and restructure the business. Notwithstanding the strong performance in the first half of 2010, we believe that global economic uncertainty coupled with recent downward trends in some macro indicators is likely to impact negatively our end markets in the second half of 2010 compared to the first half.
“The cash offer by Onex and CPPIB, announced last week, received careful consideration from the independent directors of Tomkins. The independent directors believe that the offer is fair and reasonable and reflects both the value of the group today and its future potential.”