Barnes Group (a global provider of highly engineered products, differentiated industrial technologies, and solutions) announced that it has entered into a definitive agreement to be acquired by funds managed by Apollo Global Management affiliates in an all-cash transaction that values Barnes at an enterprise value of approximately $3.6 billion.
This agreement provides that Barnes shareholders will receive $47.50 per share in cash. And the per share purchase price represents a premium of about 22% over Barnes’ undisturbed closing share price on June 25, 2024, and a premium of approximately 28% over the volume weighted average price (VWAP) of Barnes common stock for the 90 days ending June 25, 2024.
The deal is expected to close before the end of Q1 2025 and is subject to customary closing conditions, including approval by Barnes shareholders and receipt of required regulatory approvals. And the Barnes Board of Directors unanimously approved the definitive agreement and recommends that Barnes shareholders vote in favor of the transaction.
Upon completion of the deal, Barnes will be delisted from the New York Stock Exchange and become a privately held company. Barnes will continue to operate under the Barnes Group name and brand.
Goldman Sachs and Jefferies are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Barnes. Latham & Watkins and Paul, Weiss, Rifkind, Wharton & Garrison are serving as legal counsel to Apollo Funds.
KEY QUOTES:
“We are pleased to reach this agreement with Apollo Funds, which delivers immediate and certain cash value to our shareholders and positions Barnes to continue meeting and exceeding our customers’ needs for aerospace and industrial products, systems and solutions. The Board and management team carefully reviewed a range of potential opportunities and determined that this transaction with Apollo Funds maximizes value for our shareholders and is in the best interest of all stakeholders. The Board also recognizes the Barnes family, who founded the Company 167 years ago and continue to contribute to building the Company’s rich history through six generations of steadfast and profound leadership.”
-Richard J. Hipple, Chairman of the Board of Directors
“Over the past several quarters, Barnes has made tremendous strides to unlock the Company’s full potential by investing in our business, reshaping our portfolio, innovating our platforms and strengthening our financial performance. Apollo has a 35-year track record of investing in companies like Barnes that have leading businesses, strong teams and solid performance, and helping to position them for long-term, sustainable growth. Under Apollo Funds ownership, we aim to accelerate our transformation, enhance our capabilities, broaden our product offerings and create new opportunities for growth and innovation. We look forward to working with the Apollo team as we continue to execute on our transformation strategy and capture the opportunities this transaction will create for Barnes, our employees, our shareholders, our customers, our suppliers and all stakeholders.”
-Thomas J. Hook, President and Chief Executive Officer of Barnes
“We are thrilled to partner with the talented team at Barnes, which has a tremendous heritage of building leading businesses with strong customer relationships in the aerospace and industrial sectors. We see opportunities to further invest in and grow Barnes’ businesses, which are positioned to benefit from long-term aerospace demand trends, as well as the need for high performance components and solutions for a range of end-markets. We applaud the Barnes team for the progress it has made with its transformation plan, and we believe this plan can be accelerated in a private company setting. We look forward to drawing on Apollo’s significant industry experience and value-added capabilities to support Barnes as it executes against its transformation and growth plans.”
-Antoine Munfakh, Partner at Apollo
