Wabtec To Buy Majority Ownership Of Faiveley Transport For $1.8 Bln, Incl. Debt

(RTTNews) - Wabtec Corp. (WAB) said that it has signed a definitive share purchase agreement to acquire from members of the Faiveley family approximately 51% of Faiveley Transport S.A., a leading global provider of value-added, integrated systems and services for the railway industry, for total purchase price of about $1.8 billion, including assumed debt.

On July 27, Wabtec announced that it had made an irrevocable offer to acquire these shares. Faiveley Transport has now completed required labor group consultations and the majority shareholders have accepted the Wabtec purchase offer.

Wabtec has also entered into a definitive tender offer agreement with Faiveley Transport and a definitive shareholders agreement with the majority shareholders of Faiveley Transport. Closing of the transactions is subject to various customary conditions, including completion of remaining regulatory requirements.

Under the share purchase agreement, Wabtec plans to purchase the shares for 100 euros per share, payable 25% in cash and 75% in Wabtec preferred stock, mandatorily convertible after three years into a total of approximately 6.5 million Wabtec common shares.

Upon completing the share purchase, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive 100 euros per share in cash or Wabtec preferred stock. As is the case in the purchase of the Faiveley family block, no more than 75% of the consideration payable to the public shareholders can be in Wabtec preferred stock.

Wabtec plans to fund the cash portion of the transaction with cash on hand, existing credit facilities and potentially other debt financing.

Faiveley Transport is a global supplier of high added value integrated systems for the railway industry. With more than 5,700 employees in 24 countries, Faiveley Transport generated sales of 1.05 billion euros for the 2014/15 financial year.