Horizon Global Corporation, a leading manufacturer of branded towing and trailering equipment, announced Aug. 25 that it has entered into a definitive agreement to acquire Westfalia-Automotive and Terwa, collectively referred to as the Westfalia Group (Westfalia), a leading global towing company.
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As part of the transaction, Horizon Global will acquire the market-leading brands, Westfalia, Terwa and Siarr from an investor consortium led by DPE Deutsche Private Equity, which will become a shareholder of Horizon Global as part of the transaction. The combination will create a stronger company which will be well-positioned for accelerated growth in both revenue and profit, as it gains a larger pan-European presence and low-cost manufacturing in Romania.
Westfalia is the inventor of the European ball towbar and has been manufacturing and marketing high-quality branded towing products since 1932. Offering more than 1,700 different types of towbars, Westfalia is headquartered in Rheda-Wiedenbrück, Germany. Westfalia holds approximately 100 towbar patents and more than 30 transport system patents, operating facilities in 11 countries.
· Acquisition will position Horizon Global as the leading manufacturer of towing and trailering equipment in Europe.
· Combination of the companies will greatly expand the global OE footprint supporting collective global customers. Horizon Global’s aftermarket position in Europe will be greatly enhanced by the product leadership that will be brought to this channel.
· Transaction enables Horizon Global to accelerate margin expansion, drive significant earnings and better serve existing markets and customers.
· Horizon Global brands will benefit from the advanced technology and product innovations of Westfalia.
· At close, Horizon Global will become an approximately $800 million global designer, manufacturer and distributor of a wide variety of high quality, custom-engineered towing, trailering, cargo management and other related accessory products.
· Purchase price multiple of approximately 9.9x Westfalia Group’s projected 2016 adjusted EBITDA. Cost and structure synergies achieved as a result of the integration of this deal are anticipated to result in less than a 4.0x adjusted EBITDA purchase price multiple in three years.
· Acquisition will be accretive in 2017 and will provide significant earnings per share accretion in future years.
· The parties expect to complete the transaction during the fourth quarter of 2016, subject to the satisfaction of customary closing conditions.
“Our company is extremely pleased to add the iconic brands, design innovation, and manufacturing expertise of Westfalia to our proven global platform,” said A. Mark Zeffiro, President and Chief Executive Officer of Horizon Global. “The addition of Westfalia is very complementary to our business, adding to our regional profile with new customer channels and broadened product offering. As part of this transaction, we are also pleased to welcome DPE Deutsche Private Equity as a shareholder. We are creating a powerful combination of companies that are established, global market leaders and innovators when it comes to designing and manufacturing towing systems for automotive equipment manufacturers, retailers and aftermarket customers.”
Volker Hichert, founding partner at DPE Deutsche Private Equity, commented, “We are excited about the prospect of building a relationship with Horizon Global as it moves into the next phase of growth with the acquisition of Westfalia. DPE has been highly active in the sector, and Horizon Global stands for the type of company in which we seek to invest – a strong management team, leading industry brands and global scale with this new combination of companies representing an inflection point to drive significant global growth and shareholder value.”
Concluded Zeffiro, “This significant acquisition will be a very positive statement regarding the strength of our company and our confidence in our ability to grow both existing and newly acquired brands around the world. We are pleased to welcome the entire Westfalia team to the Horizon Global family. This transaction promises to deliver significant opportunities for future growth and meaningful earnings accretion that will generate an attractive return for all Horizon Global shareholders.”
Horizon Global intends to fund the acquisition, comprised of approximately €89 million cash and assumed net debt of €42 million, which will be refinanced, through an expansion of its existing term loan. In addition, €36 million in Horizon Global common stock will be issued to the sellers.
Wells Fargo Securities is serving as financial advisor to Horizon Global in the transaction, with Ernst & Young LLP providing due diligence services. Eversheds LLP and Jones Day are acting as the Company’s legal advisors. JPMorgan is lead arranger of the expansion of the existing term loan.
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