By Lisa Kerner
Charlotte, N.C., Aug. 16 - Thomas & Betts Corp. will acquire Lamson & Sessions Co. in an all-cash transaction valued at $27.00 per share, or some $450 million.
The transaction is slated to close in late 2007 pending Lamson & Sessions shareholder approval.
Both companies' boards of directors have already approved the agreement, which includes a $15 million termination fee payable by Lamson & Sessions, as well as a $4 million termination fee payable by Thomas & Betts.
The per-share offer price is a 38% premium to Lamson & Sessions' closing price on Aug. 15. The company also declared a special dividend of $0.30 per share payable at closing.
On Feb. 12, Lamson & Sessions announced it was seeking strategic alternatives.
"Thomas & Betts' all-cash offer optimizes the shareholder value creation intrinsic to our company, while delivering a strong, long-term growth partner for Lamson," Lamson & Sessions president and chief executive officer Michael J. Merriman, Jr. said in a news release.
Thomas & Betts has committed debt financing to fund the deal. The company expects the acquisition to add about $0.5 billion to revenues and to be accretive to earnings by $0.15 to $0.20 per share for the calendar year 2008.
"This acquisition is a great fit with Thomas & Betts and is consistent with our strategy of expanding our portfolio of market-leading brands and leveraging our business infrastructure to enhance our already strong relationship with distributors and end users of electrical products," Thomas & Betts chairman and CEO Dominic J. Pileggi added.
Thomas & Betts is a Memphis manufacturer of electrical components used in construction, industrial and utility markets.
Lamson & Sessions, based in Cleveland, produces thermoplastic enclosures, fittings, wiring outlet boxes and conduits for the electrical, telecommunications, power and wastewater markets.
| Acquirer: | Thomas & Betts Corp.
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| Target: | Lamson & Sessions Co.
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| Transaction total: | $450 million
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| Price per share: | $27.00
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| Termination fees: | $4 million and $15 million
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| Announcement date: | Aug. 16
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| Expected closing: | Late 2007
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| Stock price for target: | NYSE: LMS: $19.64 on Aug. 15
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