BRAINTREE, Mass., Oct. 27, 2022 (GLOBE NEWSWIRE) — Altra Industrial Motion Corp. (Nasdaq: AIMC), a premier global manufacturer and supplier of motion control, power transmission and automation products, announced today that it has entered into a definitive agreement to be acquired by Regal Rexnord Corporation for approximately $5.0 billion on an enterprise value basis. Under the terms of the agreement, Altra shareholders will receive $62.00 in cash for each share of Altra common stock, representing a 54% premium to the closing price of the Company’s common stock on October 26, 2022. Regal Rexnord has fully committed debt financing and there are no financing conditions associated with the transaction.
“The sale of Altra to Regal Rexnord will provide our shareholders with immediate and substantial cash value, as well as a compelling premium, and the Board of Directors has agreed that this transaction is in the best interests of our shareholders”, said Carl Christenson, Chairman and CEO of Altra. “I am extremely proud of the company we have built and I am excited to announce this new chapter for Altra, knowing that the company will have a great home within the Regal Rexnord organization.”
Altra’s Board of Directors has approved the merger agreement and the transaction is expected to close in the first half of 2023, subject to customary closing conditions, including approval by Altra shareholders and receipt of regulatory approvals. Upon completion of the transaction, Altra shares will no longer be listed on any public market.
Preliminary Financial Results
Revenue for the third quarter 2022 was $466.3 million, down less than 1%, compared to $469.3 million in the third quarter 2021. Organic revenue growth* was up 1.9%, after adjusting for FX and the acquisition of Nook Industries. Included in the Q3 2021 net sales are revenues of approximately $41.3 million related to the Jacobs Vehicle Systems business that was divested by the Company on April 8, 2022. Net Income for the third quarter of 2022 was $33.6 million, or 7.2% of revenues. Non-GAAP adjusted EBITDA* was $92.1 million, or 19.8% of revenues. The Company ended the quarter with total gross debt of $1.06 billion and net debt* of approximately $860 million. The Company now plans to release its full 2022 unaudited third quarter financial results before the market opens on Monday, October 31, 2022. The previously announced conference call scheduled for Thursday, November 3, 2022, at 11:00 a.m. Eastern Time will be cancelled.
* Represents a non-GAAP financial measure. Additional information on non-GAAP financial measures presented herein is available at the end of this release.
Financial Disclosure Advisory
All financial results for the third quarter 2022 and related comparisons to prior periods included in this release are preliminary, unaudited, based on the Company’s estimates and prepared prior to the completion of the Company’s financial statement close process. Final results for third quarter 2022, which will be reported on a Quarterly Report on Form 10-Q, may vary from the information in this press release. In addition, any statements regarding the Company’s estimated financial performance for the third quarter of 2022 do not present all information necessary for an understanding of the Company’s financial condition and results of operations as of and for the quarter ended September 30, 2022.
Financial Guidance
Due to the announced transaction, the Company will no longer update financial guidance.
Advisors
In connection with the transaction, Goldman Sachs & Co. LLC is serving as sole financial advisor and Cravath, Swaine & Moore LLP is serving as legal advisor to Altra.
About Altra Industrial Motion Corp.
Altra Industrial Motion Corp. is a premier industrial global manufacturer and supplier of highly engineered motion control, automation, and power transmission systems and components. Altra’s portfolio consists of 26 well-respected brands including Bauer Gear Motor, Boston Gear, Kollmorgen, Portescap, Stromag, Svendborg Brakes, TB Wood’s, Thomson and Warner Electric. Headquartered in Braintree, Massachusetts, Altra has over 9,000 employees and 47 production facilities in 17 countries around the world. AIMC-G.
