Barnes Shareholders to Receive $47.50 Per Share in Cash
Barnes Group Inc. (NYSE: B) (“Barnes” or “the Company”), a
global provider of highly engineered products, differentiated
industrial technologies and innovative solutions, announced today
that it has entered into a definitive agreement to be acquired by
funds managed by affiliates of Apollo Global Management, Inc.
(NYSE: APO) (“Apollo”) (the “Apollo Funds”) in an all-cash
transaction that values Barnes at an enterprise value of
approximately $3.6 billion.
The agreement provides that Barnes shareholders will receive
$47.50 per share in cash. The per share purchase price represents a
premium of approximately 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.
“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,” said Richard J. Hipple, Chairman of the Board of
Directors. “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.”
“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,” said Thomas J. Hook,
President and Chief Executive Officer of Barnes. “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.”
“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,” said Antoine Munfakh, Partner at Apollo. “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.”
Transaction Details
The transaction 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. 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 transaction, 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.
Third Quarter 2024 Earnings and Update on Guidance
Barnes’ third quarter earnings release will be issued on October
25, 2024, before the market opens, as previously announced. In
light of the announced transaction with Apollo Funds, Barnes will
not be conducting its third quarter 2024 conference call and
webcast. In addition, Barnes is suspending its financial guidance
for the full year 2024 as a result of the pending transaction.
Advisors
Goldman Sachs & Co. LLC and Jefferies LLC are serving as
financial advisors and Wachtell, Lipton, Rosen & Katz is
serving as legal counsel to Barnes. Latham & Watkins LLP and
Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as
legal counsel to Apollo Funds.
Additional Information About the Merger and Where to Find
It
This communication relates to the proposed transaction involving
Barnes Group. In connection with the proposed transaction, Barnes
Group will file relevant materials with the U.S. Securities and
Exchange Commission (the “SEC”), including Barnes Group’s proxy
statement on Schedule 14A (the “Proxy Statement”). This
communication is not a substitute for the Proxy Statement or any
other document that Barnes Group may file with the SEC or send to
its shareholders in connection with the proposed transaction.
BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF BARNES GROUP ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
the documents (when available) free of charge at the SEC’s website,
www.sec.gov, or by visiting Barnes Group’s investor relations
website, https://ir.onebarnes.com/home/default.aspx.
Participants in the Solicitation
Barnes and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Barnes’ directors and executive officers is available in
Barnes’ proxy statement for the 2024 annual meeting of
stockholders, which was filed with the SEC on March 29, 2024 (the
“Annual Meeting Proxy Statement”). Please refer to the sections
captioned “Director Compensation,” “Executive Compensation,” and
“Stock Ownership” in the Annual Meeting Proxy Statement. To the
extent holdings of such participants in Barnes’ securities have
changed since the amounts described in the Annual Meeting Proxy
Statement, such changes have been reflected on Initial Statements
of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC: Form 4, filed by Elijah
Kent Barnes on May 6, 2024; Form 4, filed by Jakki L. Haussler on
May 6, 2024; Form 4, filed Richard J. Hipple on May 6, 2024; Form
4, filed by Daphne E. Jones on May 6, 2024; Form 4, filed by Neal
J. Keating on May 6, 2024; Form 4, filed by Hans-Peter Männer on
May 6, 2024; Form 4, filed by Anthony V. Nicolosi on May 6, 2024;
Form 4, filed by JoAnna Sohovich on May 6, 2024; Form 4, filed by
Adam J. Katz on May 6, 2024; Form 4, filed by Julie K. Streich on
July 22, 2024; Form 4, filed by Dawn N. Edwards on July 22, 2024;
Form 4, filed by Marian Acker on July 22, 2024; Form 4, filed by
Elijah Kent Barnes on August 5, 2024; Form 4, filed by Marian Acker
on August 13, 2024; Form 4, filed by Dawn N. Edwards on August 13,
2024; Form 4, filed by Thomas J. Hook on August 13, 2024; Form 4,
filed by Jay B. Knoll on August 13, 2024; Form 4, filed by Ian M.
Reason on August 13, 2024; Form 4, filed by Julie K. Streich on
August 13, 2024; and Form 3, filed by Troy W. Ingianni on September
20, 2024. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Proxy Statement and other relevant materials to be filed with
the SEC in connection with the proposed transaction when they
become available. Free copies of the Proxy Statement and such other
materials may be obtained as described in the preceding
paragraph.
Forward-Looking Statements
This release contains forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995, including,
without limitation, statements regarding our ESG goals,
commitments, and strategies. Forward-looking statements often
contain words such as “anticipate,” “believe,” “expect,” “plan,”
“estimate,” “project,” “continue,” “will,” “should,” “may,” and
similar terms. These forward-looking statements do not constitute
guarantees of future performance and are subject to a variety of
risks and uncertainties that may cause actual results to differ
materially from any future results expressed or implied by the
forward-looking statements. In addition, we have based some of
these forward-looking statements on assumptions about future events
that may prove to be inaccurate. Such factors, risks and
uncertainties include: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement between the parties to the proposed transaction or
extend the anticipated timetable for completion of the proposed
transaction; (2) the failure to obtain approval of the proposed
transaction from the Company’s shareholders; (3) the failure to
obtain certain required regulatory approvals or the failure to
satisfy any of the other closing conditions to the completion of
the proposed transaction within the expected timeframes or at all;
(4) risks related to disruption of management’s attention from the
Company’s ongoing business operations due to the proposed
transaction; (5) the effect of the announcement of the proposed
transaction on the ability of the Company to retain and hire key
personnel and maintain relationships with its customers, suppliers
and others with whom it does business, or on its operating results
and business generally; (6) the ability of the Company to meet
expectations regarding the timing and completion of the
transaction; (7) the impacts resulting from the conflict in
Ukraine, the Middle East or any other geopolitical tensions; and
(8) the impacts of the any pandemics, epidemics or infectious
disease outbreaks
For additional information and detailed discussion of these
risks, uncertainties, and other potential factors that could affect
our business and performance and cause actual results or outcomes
to differ materially from the results, performance or achievements
addressed in our forward-looking statements is included in our
other filings with the SEC, including in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections of our most recently filed periodic
reports on Form 10-K and Form 10-Q and subsequent filings. The
Company assumes no obligation to update its forward-looking
statements, which speak as of their respective dates, whether as a
result of new information, future events, or otherwise.
About BARNES
Barnes Group Inc. (NYSE: B) leverages world-class manufacturing
capabilities and market-leading engineering to develop advanced
processes, automation solutions, and applied technologies for
industries ranging from aerospace and medical & personal care
to mobility and packaging. With a celebrated legacy of pioneering
excellence, Barnes delivers exceptional value to customers through
advanced manufacturing capabilities and cutting-edge industrial
technologies. Barnes Aerospace specializes in the production and
servicing of intricate fabricated and precision-machined components
for both commercial and military turbine engines, nacelles, and
airframes. Barnes Industrial excels in advancing the processing,
control, and sustainability of engineered plastics and delivering
innovative, custom-tailored solutions for industrial automation and
metal forming applications. Established in 1857 and headquartered
in Bristol, Connecticut, USA, the Company has manufacturing and
support operations around the globe. For more information, visit
please visit www.onebarnes.com.
About Apollo
Apollo is a high-growth, global alternative asset manager. In
our asset management business, we seek to provide our clients
excess return at every point along the risk-reward spectrum from
investment grade to private equity with a focus on three investing
strategies: yield, hybrid, and equity. For more than three decades,
our investing expertise across our fully integrated platform has
served the financial return needs of our clients and provided
businesses with innovative capital solutions for growth. Through
Athene, our retirement services business, we specialize in helping
clients achieve financial security by providing a suite of
retirement savings products and acting as a solutions provider to
institutions. Our patient, creative, and knowledgeable approach to
investing aligns our clients, businesses we invest in, our
employees, and the communities we impact, to expand opportunity and
achieve positive outcomes. As of June 30, 2024, Apollo had
approximately $696 billion of assets under management. To learn
more, please visit www.apollo.com.
Category: General
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version on businesswire.com: https://www.businesswire.com/news/home/20241006270417/en/
Barnes Contact Media and Investors William Pitts
Vice President Investor Relations 860-973-2144
wpitts@onebarnes.com
Apollo Contacts Noah Gunn Global Head of Investor
Relations Apollo Global Management, Inc. (212) 822-0540
IR@apollo.com
Joanna Rose Global Head of Corporate Communications Apollo
Global Management, Inc. (212) 822-0491
Communications@apollo.com
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