Kent, WA - Flow International Corporation, a developer and manufacturer of industrial waterjet machines for cutting and cleaning applications, announced that it has entered into a definitive agreement to be acquired by American Industrial Partners (AIP), a middle-market private equity firm focused on North American-headquartered industrial businesses, in a transaction valued in excess of $200 million.
Under the terms of the merger agreement, AIP will acquire all of the outstanding shares of Flow common stock for $4.05 per share in cash.
This value represents an 11.3 times multiple of trailing four quarter reported EBITDA, which was $17.8 million as of July 31, 2013. The Flow Board of Directors has unanimously approved the merger agreement.
Charley Brown, President and CEO of Flow said, "I am pleased to announce this agreement, which maximizes value for all of our shareholders. This transaction represents a successful conclusion to our extensive 'strategic alternatives' investigation, during which the Company contacted many strategic and financial partners. In AIP, we have a partner with a strong reputation and proven record of success, who understands the potential of Flow's waterjet solutions and has the resources and expertise to help accelerate our growth plans. We believe this transaction appropriately recognizes the value of Flow's technology and customer relationships, while providing our stockholders with a meaningful cash premium for their investment."
Mr. Brown added, "Flow's success is driven by our talented employees, and, on behalf of the Board and management team, I thank them for their tireless efforts to make Flow the strong company it is today. AIP shares our confidence in Flow's future and will support us as we continue to work toward our long-term goals."
Richard Hoffman, partner of AIP said, "We are excited about this agreement with Flow, which is known throughout its industry for its innovative waterjet technology. We have been impressed by the Company's capabilities and its strong relationships with its global customer base. We will work with the Flow management team to continue investing in the Company's technology to grow the waterjet share of the worldwide cutting market."
The transaction is expected to close in early 2014 and is subject to the approval of Flow's shareholders, regulatory approvals, and other customary closing conditions. The transaction has fully committed financing and is not subject to any condition with regard to the financing.
UBS Investment Bank is serving as Flow's financial advisor and K&L Gates LLP is serving as legal counsel. Houlihan Lokey is serving as AIP's financial advisor and Ropes & Gray and Baker Botts are serving as co-legal counsel.