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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Mergers - Acquisitions - Takeovers
25.06.2018
Graz - JUNE 25, 2018. ANDRITZ AG ("ANDRITZ") headquartered in Graz, Austria,
announces that it has signed a merger agreement to acquire Xerium Technologies,
Inc., headquartered in Youngsville, North Carolina, USA. ANDRITZ will acquire
Xerium for $13.50 per share in cash, in a transaction valued at approximately
$833 million, including net financial liabilities of approximately $590 million.
Xerium's common stock is publicly traded on the New York Stock Exchange under
the ticker XRM. The agreement, which has been unanimously approved by Xerium's
Board of Directors, is subject to the approval of Xerium's shareholders and the
satisfaction of customary closing conditions, including applicable regulatory
approvals. Shareholders representing approximately 20% of Xerium's outstanding
common stock have entered into an agreement to vote in favor of the merger.
Closing is expected in the second half of 2018.
Xerium is a global manufacturer and supplier of machine clothing (forming
fabrics, press felts, drying fabrics) and roll covers for paper, tissue, and
board machines, including maintenance and aftermarket services. With its Smart®
technology, the company provides a sophisticated digital software tool to
optimize pressing performance by means of sensors integrated into the roll
covers.
Xerium has around 2,850 employees and operates more than 28 production
facilities worldwide, including a site in Gloggnitz, Austria. In 2017, the
company generated annual sales of $481 million and an EBITDA of $85 million, or
$100 million adjusted for extraordinary effects.
Wolfgang Leitner, President & CEO of ANDRITZ: "With Xerium, we will be acquiring
a high-tech global supplier providing essential services and wear parts to the
paper industry. The acquisition fits squarely with our long-term strategy to
execute complementary acquisitions and to grow our aftermarket business with its
stable source of revenue and earnings."
J.P. Morgan Securities plc acted as exclusive financial advisor to ANDRITZ on
the transaction and Kilpatrick Townsend & Stockton LLP acted as legal counsel.
- End -
ANDRITZ GROUP
ANDRITZ is a globally leading supplier of plants, equipment, and services for
hydropower stations, the pulp and paper industry, the metal working and steel
industries, and for solid/liquid separation in the municipal and industrial
segments. Other important fields of business are animal feed and biomass
pelleting, as well as automation, where ANDRITZ offers a wide range of
innovative products and services in the IIoT (Industrial Internet of Things)
sector under the brand name of Metris. In addition, the international technology
Group is active in power generation (steam boiler plants, biomass power plants,
recovery boilers, and gasification plants) and environmental technology (flue
gas cleaning plants) and offers equipment for the production of nonwovens,
dissolving pulp, and panelboard, as well as recycling plants.
A passion for innovative technology, absolute customer focus, reliability, and
integrity are the central values to which ANDRITZ commits. The listed Group is
headquartered in Graz, Austria. With over 160 years of experience, 25,800
employees, and more than 250 locations in over 40 countries worldwide, ANDRITZ
is a reliable and competent partner and helps its customers to achieve their
corporate and sustainability goals.
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
This communication relates to a proposed merger transaction involving Xerium and
ANDRITZ. In connection with the proposed merger, relevant materials will be
filed with the U.S. Securities & Exchange Commission (SEC), including Xerium's
proxy statement regarding the proposed transaction (the "Proxy Statement"). This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval, and is
not a substitute for the Proxy Statement or any other document that Xerium may
file with the SEC or send to its shareholders in connection with the proposed
merger. SHAREHOLDERS OF XERIUM ARE URGED TO READ ALL RELEVANT DOCUMENTS 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 web site, http://www.sec.gov, and the
"Investor Relations" section of Xerium's website, www.xerium.com, and Xerium
shareholders will receive information at an appropriate time on how to obtain
transaction-related documents for free from Xerium. In addition, the documents
(when available) may be obtained free of charge by directing a request to
Investor Relations, Xerium Technologies, Inc., 14101 Capital Blvd, Youngsville,
NC 27596, or by calling (919) 526-1444.
Participants in Solicitation
Xerium and its directors, executive officers and certain employees, and ANDRITZ
and the members of its supervisory and executive boards, may be deemed to be
participants in the solicitation of proxies from the holders of Xerium common
stock in respect of the proposed transaction. Information about the directors
and executive officers of Xerium is set forth in Amendment No. 1 to Xerium's
Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed
with the SEC on February 28, 2018, as amended by Amendment No. 1 on Form 10-K/A,
filed with the SEC on April 30, 2018. 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 respect
of the proposed transaction when they become available.
Further inquiry note:
Mag. Dr. Michael Buchbauer
Head of Corporate Communications
michael.buchbauer@andritz.com
andritz.com
end of announcement euro adhoc
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issuer: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
mail: welcome@andritz.com
WWW: www.andritz.com
ISIN: AT0000730007
indexes: ATX, WBI
stockmarkets: Wien
language: English
ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE
