CHICAGO - Illinois Tool Works Inc., a
conglomerate known for making dozens of mostly small acquisitions
every year, landed an agreement for its biggest deal since 1999 on
Thursday when British restaurant equipment supplier Enodis PLC
accepted its $2 billion buyout.
The all-cash offer trumped an offer
that Enodis agreed to last month from Manitowoc Co. Inc., leading
investors and analysts to speculate about a possible bidding war.
Manitowoc, based in the Wisconsin
town of the same name, said Thursday it was considering its position
and would make an announcement later.
Illinois Tool Works, a Glenview,
Ill.-based manufacturer of engineered products with more than 800
business units in 49 countries, made an offer that was 8.5 percent
above the Manitowoc bid. Enodis would be its most expensive
acquisition since 1999, when it paid $3.8 billion for consumer
products maker Premark International.
"The Enodis price seems rich but
so did Premark," said Citigroup analyst David Raso in a note to
investors, pointing out that the Premark deal proved beneficial.
Manitowoc shares gained $1.89, or 4.9
percent, to $40.30 in trading Thursday in New York, while Illinois
Tool shares fell 5 cents to $52.89.
Enodis shares rose 44.75 pence (88
cents), or 18.4 percent, to close at 288.25 pence ($5.66) — above
the price of 282 pence per share that ITW is offering. Manitowoc's
bid is 260 pence ($5.09) a share.
Acquiring Enodis, which supplies
fryer systems to restaurants including McDonald's Corp., would
nearly double Illinois Tool's food equipment business and make the
combined food equipment business nearly a fifth of its total
revenues. The company had $16.3 billion in revenue last year.
Morningstar analyst John Kearney
noted that buying a company with $1.6 billion in annual sales
amounts to a typical year's worth of acquisitions for Illinois Tool,
which bought 40 companies last year.
"They are paying a little bit
more for it than they historically do for acquisitions, but it seems
like a good deal," he said. "It fits in well with their
existing food business."
Both Enodis and ITW said the
transaction will create an industry leader in food-service
equipment.
"We believe that the combination
of ITW food equipment and Enodis will create an expanded global
food-equipment platform with very complementary strategic,
operational and geographical growth positions," said ITW
Chairman and Chief Executive David Speer.
"The collective businesses will
have a significantly enhanced product portfolio in addition to
greater scale to compete even more effectively and successfully in
the global food-equipment industry."
The offer from Illinois Tool Works,
which was recommended by Enodis' directors, is conditional on ITW
obtaining antitrust clearance from European Union and U.S.
regulators by Nov. 4. Executives of the two companies said on a
conference call that they expect to close it in August.
Enodis owns a portfolio of 30 brands
and its range of food-service products includes cooking equipment,
refrigeration units, and ice and beverage dispensing equipment that
are used in fast-food restaurants, institutions, grocery stores and
supermarkets. It has manufacturing facilities in North America,
Europe and Asia, and employs 6,800 workers. The company generates 71
percent of its revenue in the Americas.
"This higher offer underlines
the regard which Enodis has built in the global food-service
industry," said Enodis Chairman Peter Brooks.
Manitowoc's foodservice division
produces ice and beverage dispensers and industrial refrigerators.
It has 11,000 to 12,000 employees worldwide.
ITW's food-equipment business
comprises washing equipment, cooking and food processing equipment,
refrigeration equipment and ventilation and pollution control
systems. It employs 60,000 workers in 52 countries.