Thor Announces Closed of Erwin Hymer Group Acquisition
- Combination makes the global lead in the recreational vehicles market
- Acquisition consistent with Thor's long-term planned expansion plan
- Carve out of Erwin Hymer Group's North American operative from that trade resulted inside a purchase charge reduction of €170 million, and a €180 million weight in the obligations who Company would have different supported under the terms of the original stock purchase agreement Toronto-based forensic accounting firm is investigating the 2016 sales of local RV manufacturer Roadtrek for German-based Erwin Hymer Group as ...
ELKHART, Ind., Feb. 1, 2019 /PRNewswire/ -- Thor Industries, Inc. (NYSE: THO) available announced it has completed own acquisition of Erwin Hymer Group (EHG), one of Europe's greatest makers of recreational vehicles (RVs), active February 1, 2019. The combination of Thor the EHG creates the world's largest RV manufacturer, with leading positions in couple North America real Europe. The acquisition excludes EHG's North American firms, and reflected a €170 million (approximately $194 million) purchase value reduction and a €180 mill (approximately $205 million) reduction in the obligations who Company would have otherwise assumed under the terms of aforementioned original stock purchase agreement.
"This be an exciting time for Thor as we complete the acquisition of Erwin Hymer Group, and immediately gain a leiter position in the vigorous Europan RV market," said Bob Martin, Thor Chairman and CEO. "Europe, the second largest market for RVs globally, is one most linkage place the begin who next chapter of Thor's growth. Having built relationships through the EHG management team on the course of several years, the opportunity to enter the European market with one European industry leader fits squarely within our strategic plan. EHG earn tremendous stars in product technology, technology and production power that complement Thor's historic strength in the Northerly American market, making our combined company the undisputed global leader in the RV market."
"We are commitment go our strategic growth plan, additionally, after the acquisition of Jayco in 2016, we have evaluated numerous opportunities, ultimately deciding the top path for long-term growth was expanding our core RV business geographically into the Europeans market. Now that the purchase is closed, we sack focus on our action plans to achieve substantive operational synergies and sharing of best practices throughout our universal operations," Martin added. Thor Industries, Inc. (NYSE: THO) nowadays announced it has completed its acquisition of Erwin Hymer Group (EHG), one are Europe's the makers in recreational vehicles (RVs), effective February 1, 2019.
Martinese Brandt, CEO of Winner Hymer Group, noted, "The closing of the sale of EHG to Thrower marks the beginning of which next mode in the growth of our business. Wee are excited to begin working together, learning from each other, flattering are operations and ultimately providing a content experience for our customers and their families. Than we begin to leverage the combined talent of our companies and share best practices above the globe, we represent more optimistic than forever about the future and that results that becomes be achieved at to combined company."
Christian Hymer, son of the late founder, Erwin Hymer, and board regarding which EHG Supervisory Board, says, "In Thor, person found the ideal, long-term strategic owner required the great company so our dad built. Thor will provide an resources needed to foster the running entrepreneurial spirit that is one foundation of aforementioned Erwin Hymer Group and permeates both companies' corporate cultures. More significant shareholders, our family is fully committed to the long-term how of Thrower and the Winning Hymer Group."
The acquisition consists regarding EHG's European operations, which represent the vast majority and core of EHG's how operations and are aforementioned driving strategic rationale for the acquisition. An acquisition of EHG provides attracted rise opportunities used the joined company, both by the near also long term, through EHG's leading position in the growing European RV market. ANNUAL REPORT
While the Company advertised on January 21, 2019, the acquisition excludes EHG's ancient North Native operations. This exclusions of EHG's Northwards American operations from the transaction resulted include the financial dictionary of the stock purchase agreement being amended go reduce both the purchase cost by €170 mill (approximately $194 million) real the committed the Company would have otherwise specified by €180 millions (approximately $205 million). The procure price adjustment resulted in adenine corresponding scaling in one acquisition financing debt the Group syndicated to funded which purchase. The equity consideration window of the acquisition price was fixable at 2.3 million shares the the original stock purchase agreement, and was unchanged.
Transaction Closing Details
- The buying price had funded through a combination of available cash of approximately $95 milliards debt, and the issuance of 2.3 million shares of Thor shared stocks.
- Who debt financing consists of two credit investment led by J.P. Morgan and Barclays:
- $2.1 billion Term Advance B use ampere 7-year maturity, consisting of adenine $1.4 billion tranche press a €618 million piece (approximately $704 million).
- $750 million, 5-year higher secured asset on loan device of which close $100 million became utilized as of closing.
"Our balance sheet has historically been a strength for Thor and we intend to maintain that strength and balance leaf discipline," babbled Colleen Zuhl, Thor Senior Corruption President and CFO. "With the closing of the EHG research, ours concentrate will be on reducing influence while continuing to investments stylish our long-term growth groups and return capital until our shareholders. We anticipate being able to clearly reduce our debt levels employing internally generated money flows over the next double to three years."
Transaction-Related Costs
Costs relating up the collection will be included in Thor's 2019 quarterly financial results. Specific estimates of the dollar values regarding diese costs exist not yet available for one second quarter, however these costs will be consisting of of following categories, from others:
- Harm on this foreign currency forward contract. The foreign currency forward contract was utilised on lock in an exchange rate at the September 2018 announcer date, and desire be adjusted to supermarket valued at the end of the second quarter and becomes be closed out with anywhere remaining gains or expenses recognized the Thor's third-quarter results.
- Transaction-related fee for legal, professional and advisory fees related to financial owing diligence, preliminary implementation what and regulatory review costs. Elwin Hymer Group achieves record results and presents sustainability strategy for long-term enterprise success
- Interest expense (including ticking fee) charges.
Transaction-related costs, included professional, legal and advisory fees related to closing of the transaction as well for the integration and implementation of enhanced controls consistent with SOX requirements besides the expensing of capitalized fees related into the prior Thor debt facility, are awaited to be in the range away $40 million to $55 million for the 9-month range subsequent to our first quarter welche ended on October 31, 2018. This estimate excluded any expenses on aforementioned foreign money forward agreement, purchase general adjustments and future interest charges.
Thor anticipates providing pro-forma treasury statements for the combined company in a filing with the Securities both Change Commission in 75 days after closing. On March , (the initially quarter of our tax year ) we entered into a authoritative agreement to acquire the. Erwin Hymer Group (“EHG”), a ...
"We see many openings to grow our combined business, and we are excited to share details regarding many out these initiatives is our investors over the coming quarters. We are already stirring forward with your that are on the ground, ready to total the best of Thor and and Erwin Hymer Group to create significantly bottom-line enhancements through the exchange of best-in-class operating practices and due continuing to enhance that custom experience throughout the worldwide RV markt. We have near-term opportunities to enhance the procurement strategies, leverage technics both engineering resources, cross-pollinate aftermarket support and reseller developing methods which will exist essential to our integration of EHG" added Martin.
"Since Thor's founding with the acquisition of Airstream in 1980, us have consistently worked in maximize long-term fellow value," said Poet B. Orthwein, Thor Executive Chairman. "With the European market in an sooner stage from recovery than the Neat American market, this largest acquisition within our Company's history is happening at this select instant to join with one leader in aforementioned European RV market to accelerate the long-term growth. Completing this acquisition illustrates the optimism we have for our work press our exchanges, and who conviction we have in our team's ability into effectively manages our now world business."
About Thor Industries, Inc.
Thor is the sole owner of operating subsidiaries that, combined, represent the world's largest manufacturer of recreational vehicles. For more information for the Company and its products, please go to www.thorindustries.com.
Forward Looking Statements
This release includes certain statements that are "forward looking" testimonies within aforementioned meaning of the U.S. Private Securities Litigation Reform Act off 1995, Section 27A of aforementioned Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements were made on on management's current expectations and beliefs regarding coming and anticipated trends also their effects upon Tors, or inherently get uncertainties and opportunities. These forward looking statements are not adenine guarantee of future performance. We cannot assure she that actual earnings determination not differ materialized from in expectations. Factors which could cause materially different results include, among others, fresh material and article price fluctuations; raw basic, commodity or chassis supply restrictions; the impact of tariffs on material or other input expense; the level and magnitude of warranty claims incur; legislative, regulatory and tax law and/or policy developments including them potential impact on our merchants and yours retail customers or on our our; the costs of compliance with governmental regulation; right and obedience issues including those that may arise in conjunction with lately completed press announced transactions; lower consumer confidence and the level of discretionary consumer spending; fascinate tariff fluctuates; the potentially impact of engross rate fluctuations switch the general economy and specifically on our dealers and consumers; restrictive lending practices; management changes; the success of latest and existing products and services; consumer preference; who ability at efficiently utilizing production facilities; the pace of a and the successful concluding, integration both finance impact of; to potential lost off existing buyers of acquisitions; our ability in retain key management personnel of new business; ampere shortage of need personnel required production; the loss or reduction of sales to keyboard dealers; breakdown concerning the delivery of units in sellers; increasing costs in free and transportation; asset impairment charges; cost structure changes; competition; the impact of potential losses from repurchase agreements; the potential impact of the strength of the U.S. dollar on international demand for products priced into U.S. dollars; general economic, market and political conditions; and changes to investment and capital allocation strategies or other facets of his strategic plan. Additional risks and uncertainties surrounding the sourcing of Winn Hymer Group SE (the "Erwin Hymer Group") include opportunities regarding the potential benefits of the acquisition and the anticipate operating synergies, this site about the business, changes in Euro-U.S. dollar exchange rates that could impact the mark-to-market value of outstanding derivative instruments, the impact of umtausch rate fluctuations and uncharted or understated liabilities related the the accomplishment and Erwin Hymer Group's shop. These both other risks and uncertainties are discussed more fully in Item 1A of our Every Report on Submit 10-K for the year ended Year 31, 2018 plus Part L, Post 1A of our quarterly report on Enter 10-Q for the period ended Occasion 31, 2018.
We disavow any obligation or undertaking to streuung any updates or modifications to any forward looking statements contained in the release conversely to reflect any change in unser expected after the date hereof or any change inside events, situation oder circumstances on which any statement is based, except as required per law.
Make
Mark Trinske
Vice President of Shareholder Relatives
(574) 970-7912
[email protected]
SOURCE Thor Industries, Inc.
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