Wabtec Corporation has acquired majority ownership of Faiveley Transport S.A., after completing the purchase of the Faiveley family’s stake, which represented about 51% of the company’s shares outstanding.
Faiveley Transport is a leading global provider of value-added, integrated systems and services for the railway industry with annual sales of about $1.2 billion.
Wabtec acquired the family stake for about $212 million in cash and 6.3 million shares of Wabtec common stock. Through the tender offer, the public shareholders of Faiveley Transport will have the option to elect to receive €100 per share of Faiveley Transport in cash or 1.1538 Wabtec common shares per share of Faiveley Transport. The total purchase price for 100% of the shares of Faiveley Transport is about $1.7 billion, including assumed debt and net of cash acquired. The $1.2 billion cash portion of the transaction will be funded from about $325 million of cash on hand, the net proceeds from a recent $750 million senior notes offering and the company’s existing revolving credit facility and term note.
The strategic combination of Wabtec and Faiveley Transport creates one of the world’s leading rail equipment companies, with revenues of about $4.2 billion and a presence in all key transit and freight rail regions worldwide. Wabtec nowexpects to realize at least $50 million in annual pre-tax synergies from the combination by year three, and the transaction will be accretive to Wabtec’s earnings per diluted share in 2017.
Jones Day advised Wabtec Corporation on the deal with a team led by Robert Profusek (picture) and Sophie Hagege, Jean-Baptiste Duraud, Olivier Soulères, Randi Strudler (M&A), Eric Barbier de La Serre (Antitrust) et Emmanuel de La Rochethulon (Tax).
Darrois Villey Maillot Brochier has advised Faiveley Transport with Bertrand Cardi, Olivier Huyghues Despointes, Rémi Korenblit and Alexandre Durand.
In US Wachtell Lipton Rosen & Katz has advised Faiveley Transport.
Involved fees earner: Alexandre Durand – Darrois Villey Maillot Brochier; Rémi Lorrain – Darrois Villey Maillot Brochier; Florent Bouyer – Jones Day; Jean-Baptiste Duraud – Jones Day; Olivier Soulères – Jones Day; Randi Strudler – Jones Day; Eric Barbier de la Serre – Jones Day; Emmanuel de La Rochethulon – Jones Day;