ST. LOUIS, Oct. 5 /PRNewswire-FirstCall/ -- Thermadyne
Holdings Corporation (Nasdaq: THMD), a leading global manufacturer
and marketer of metal cutting and welding products and accessories,
today announced that it has entered into a definitive agreement to
be acquired by affiliates of Irving Place Capital, a middle-market
private equity firm, in a transaction valued at approximately
$422 million, excluding fees and
expenses.
Under the terms of the agreement, Thermadyne's shareholders will
receive $15.00 per share in cash for
each share of Thermadyne's common stock, representing a premium of
18 percent over the average closing share price of $12.71 during the last 30 trading days ending
October 4, 2010 and a 25 percent
premium over Thermadyne's average closing share price of
$12.05 during the last 90 trading
days ending October 4, 2010.
Thermadyne's board of directors unanimously approved the
transaction and recommended that Thermadyne's shareholders adopt
the agreement with Irving Place Capital. Investment funds managed
by Angelo, Gordon & Co., L.P. (which collectively own
approximately 33 percent of Thermadyne's outstanding common stock)
executed an agreement with an affiliate of Irving Place Capital to
vote their shares in favor of the transaction with Irving Place
Capital.
Paul Melnuk, chairman of the
board of directors of Thermadyne, said, "I am very pleased with the
accomplishments that our leadership team and employees around the
world have made over the last seven years in restoring and
revitalizing Thermadyne's leadership position in the marketplace.
This transaction allows all of our shareholders to realize the
value created."
Martin Quinn, Thermadyne's
president said, "Our team has created a strong market presence with
leading brands and unwavering customer commitment. Irving Place
Capital's ability to bring value-added resources will help continue
Thermadyne's growth momentum."
Douglas Korn, a senior managing
director of Irving Place Capital, said, "We are excited to invest
behind this talented management team in pursuit of Thermadyne's
vision for continued product and service innovations in key global
markets."
The transaction is subject to shareholder approval and other
customary closing conditions and is targeted to close in
December 2010.
Oppenheimer & Co. Inc. is acting as Thermadyne's exclusive
financial advisor, and Bryan Cave LLP serves as its legal advisor
in connection with this transaction. RBC Capital Markets is acting
as Irving Place Capital's exclusive financial advisor, and Weil,
Gotshal & Manges LLP is acting as its legal advisor. Jefferies
& Company, Inc. or one or more of its affiliates, RBC Capital
Markets and GE Antares Capital Corporation have committed to
providing debt financing in support of the transaction.
About Irving Place Capital
Irving Place Capital invests private equity capital in buyouts,
recapitalizations and growth capital opportunities alongside
superior management teams. Since its formation in 1997, Irving
Place Capital has been an investor in more than 50 companies and
has raised over $4.0 billion of
equity capital, including its current $2.7
billion institutional fund. More information about Irving
Place Capital is available at www.irvingplacecapital.com.
About Thermadyne
Thermadyne, headquartered in St.
Louis, Missouri, is a leading global manufacturer and
marketer of metal cutting and welding products and accessories
under a variety of leading premium brand names including Victor®,
Tweco® / Arcair®, Thermal Dynamics®, Thermal Arc®, Stoody®,
TurboTorch®, Firepower® and Cigweld®. Its common shares trade on
the NASDAQ under the symbol THMD. For more information about
Thermadyne, its products and services, visit the company's website
at www.thermadyne.com.
Additional Information and Where to Find It
At the closing of the transaction, Razor Merger Sub Inc., an
affiliate of Irving Place Capital, will merge with and into
Thermadyne Holdings Corporation (the "Company"), with the Company
surviving as a wholly-owned subsidiary of Razor Holdco, Inc.,
another affiliate of Irving Place Capital. The closing is subject
to the approval of the Company's stockholders. In connection with
the merger, the Company plans to file with the Securities and
Exchange Commission (the "SEC") and furnish to its stockholders a
proxy statement. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders
will be able to obtain free copies of the proxy statement and other
documents filed with the SEC by the Company through the website
maintained by the SEC at www.sec.gov, at the Company's website at
www.thermadyne.com/investor-relations by clicking on the link "SEC
Filings" and from the Company by contacting the Company's corporate
secretary, Nick H. Varsam, by mail
at 16052 Swingley Ridge Road, Suite 300, Chesterfield, Missouri 63017 or by telephone
at 636-728-3084.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed merger.
Information regarding the interests of these directors and
executive officers in the transaction described herein will be
included in the proxy statement described above. Additional
information regarding these directors and executive officers is
also included in the Company's proxy statement for its 2010 Annual
Meeting of Stockholders, which was filed with the SEC on
April 7, 2010. This document is
available free of charge at the SEC's website at www.sec.gov and
from the Company by contacting the Company's corporate secretary,
Nick H. Varsam, by mail at 16052
Swingley Ridge Road, Suite 300, Chesterfield, Missouri 63017 or by telephone
at 636-728-3084.
Note on Forward-Looking Statements
This document contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including but
not limited to, statements regarding the expected benefits and
costs of the transaction, the plans, strategies and objectives of
management for future operations, and the expected closing of the
proposed merger. These forward-looking statements involve certain
risks and uncertainties that could cause actual results to differ
materially from those indicated in such conditions precedent to the
consummation of the proposed merger, including obtaining antitrust
approvals in the U.S. and other jurisdictions, the risk that the
contemplated merger does not occur, the risk that key employees of
the Company will not be retained, the expenses of the proposed
merger and other risks as identified in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, and the Company's most recent
Quarterly Report on Form 10-Q, each as filed with the SEC, which
contain and identify important factors that could cause the actual
results to differ materially from those contained in the
forward-looking statements. The Company assumes no obligation to
update any forward-looking statement contained in this
document.
SOURCE Thermadyne Holdings Corporation
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