- SPX FLOW, Inc. (NYSE: FLOW) announced today it entered into an agreement to be acquired by an affiliate of Lone Star Funds in an all-cash transaction valued at $3.8 billion. These are the details.
SPX FLOW, Inc. (NYSE: FLOW), a leading provider of process solutions for the nutrition, health, and industrial markets, announced today it entered into an agreement to be acquired by an affiliate of Lone Star Funds in an all-cash transaction valued at $3.8 billion, including the assumption of debt.
The purchase price represents a premium of nearly 40% over SPX FLOW’s closing stock price on July 16, 2021, which is the last trading day prior to the publication of an article in the July 19, 2021, edition of The Wall Street Journal stating that the company received an unsolicited purchase offer.
Transaction Details
The deal was unanimously approved by the SPX FLOW Board of Directors and is expected to close in the first half of 2022, subject to receipt of certain regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as well as SPX FLOW shareholder approval and other customary closing conditions. The transaction is not subject to a financing condition.
Upon completion of the transaction, SPX FLOW will become a privately held company, and SPX FLOW’s shares will no longer trade on The New York Stock Exchange. And as a condition to the transaction, SPX FLOW has agreed to suspend the payment of its quarterly dividend, effective immediately.
KEY QUOTES:
“We are pleased to have reached this agreement with Lone Star, which is the result of a comprehensive review of alternatives, including a robust sale process, conducted by our Board in consultation with independent advisors. As part of the process, SPX FLOW held discussions with multiple strategic and financial parties and evaluated the transaction against the Company’s standalone prospects, performance and outlook. We believe this transaction is the right path forward and achieves our goal of maximizing value for SPX FLOW shareholders.”
— Robert F. Hull, Jr., Chairman of the SPX FLOW Board of Directors
“SPX FLOW has transformed its business and made important progress executing against our strategic plans, and we believe this transaction with Lone Star is an exciting culmination of those efforts for our shareholders. In Lone Star, we have a partner that brings additional perspective and expertise to support the continued implementation of our strategic initiatives as we deliver reliable outcomes for customers and provide them the high-quality products and services they expect from us. This transaction is a testament to the achievements of our employees, and I would like to thank them for all they do to make SPX FLOW the premier process solutions company. We look forward to working with Lone Star to complete the transaction and delivering significant, immediate and certain value to our shareholders.”
— Marc Michael, SPX FLOW President and CEO
“We are excited about the opportunity to partner with SPX FLOW. This acquisition is consistent with Lone Star’s strategy to invest in businesses with substantial runway for growth. We have great respect for SPX FLOW’s talented employees and their commitment to innovation and serving customers. We look forward to working with Marc and the entire team to help advance SPX FLOW’s strategy and capture the opportunities ahead.”
— Donald Quintin, President, Lone Star Opportunity Funds
