By Lisa Kerner
Charlotte, N.C., Feb. 21 - Flexible Procurement Solutions, an affiliate of Platinum Equity Advisors, LLC, agreed to acquire Industrial Distribution Group, Inc. (IDG) for $10.30 cash per share.
Total value of the transaction is $113 million, including the acquisition of all of IDG's outstanding shares and options for $102.9 million, plus the assumption of all IDG debt.
Holders of outstanding options for IDG common stock will be paid the positive difference, if any, between $10.30 per share and the exercise price of the options.
The definitive merger agreement includes a termination fee of 3% of the merger consideration, or $3.39 million, it was reported in an 8-K filing with the Securities and Exchange Commission.
IDG's board of directors and Platinum Equity affiliates involved in the merger approved the transaction.
The transaction will close upon approvals.
In July 2007, IDG formed a special committee to conduct a strategic review with the assistance of Robert W. Baird & Co. Baird provided a fairness opinion to the committee in the proposed merger.
"We believe that Platinum Equity's service industry focus will provide a great fit for our company and constituents," IDG president and chief executive officer Charles A. Lingenfelter said.
Atlanta-based IDG supplies maintenance, repair, operating and production products and services in the United States and China.
| Acquirer: | Platinum Equity Advisors, LLC affiliate Flexible Procurement Solutions
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| Target: | Industrial Distribution Group, Inc.
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| Announcement date: | Feb. 21
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| Transaction total: | $113 million
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| Price per share: | $10.30
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| Termination fee: | $3.39 million
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| Expected closing: | Upon approvals
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| Stock price of target: | Nasdaq: IDGR; $9.21 on Feb. 20
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