SPX Corporation and United Dominion Industries Limited announced yesterday that they have entered into an agreement for SPX to acquire United Dominion in an all-stock transaction currently valued at $954 million.
According to a statement, SPX will also assume or refinance $876 million in United Dominion debt, bringing the total transaction value to $1.83 billion.
United Dominion shareholders will receive SPX shares based on a fixed exchange ratio of 0.2353 of an SPX share per United Dominion share, or $25 per United Dominion share based on the average closing price of a share of SPX common stock for the five-day period ending March 9, 2001. The purchase price is said to represent a 30% premium for United Dominion shareholders, based on the same five-day period.
United Dominion, a diversified manufacturer of proprietary engineered products, brings to SPX 18 businesses, many of which are believed to have leading market shares or product lines in key areas that fit into the SPX model. SPX will incorporate United Dominion’s businesses into four business segments — flow technology, industrial products and services, technical products and systems, and service solutions.
SPX will use cash on hand and a new $780 million bank credit facilityto refinance United Dominion’s existing debt.
The taxable transaction, which is to be implemented as a court-approved plan of arrangement under Canadian corporate law, is subject to approval by UDI shareholders, antitrust clearance and customary closing conditions, and is expected to close in the second quarter of 2001.