Columbus McKinnon Corporation (NasdaqGS:CMCO) entered into an agreement to acquire Magnetek Inc. (NasdaqGM:MAG) from Fundamental Global Investors, LLC, Magnetek's Board of Directors and executive officers and others for approximately $190 million in cash on July 26, 2015. Under the terms, Columbus McKinnon will acquire all of the outstanding shares and restricted shares of Magnetek for $50 per share in cash and will also acquire options. The deal will be funded through a combination of cash on hand and debt. JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC entered into a commitment letter pursuant to which JPMorgan Chase Bank committed to provide $75 million of incremental revolving commitments. Peter M. McCormick will remain with Magnetek following the acquisition and continue to lead the Magnetek business in Menomonee Falls, Wisconsin. Post deal, Magnetek will be delisted from Nasdaq and deregistered under the Exchange Act.

The agreement also contains certain termination rights in favor of each of Magnetek and Columbus McKinnon, including under certain circumstances the requirement for Magnetek to pay to Columbus McKinnon a termination fee of 3.5% of the aggregate merger consideration. The tender offer is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. The tender offer also requires as a condition to consummation that least a majority of the outstanding shares of Magnetek's common stock be tendered. The deal has been approved unanimously by the Boards of Directors of Columbus McKinnon and Magnetek and Magnetek's Board of Directors has unanimously recommended that its shareholders tender into the offer. All of the members of Magnetek's Board of Directors and executive officers, together with Fundamental Global Investors, LLC, have entered into agreement to tender the shares beneficially owned by them into the offer. The tender offer is expected to commence on or before August 5, 2015. The transaction is expected to close by September 30, 2015. The deal is expected to be approximately $0.4 per share accretive to earnings in the first full fiscal year of combined operations.


L.E.K. Consulting acted as market research consultants to Columbus McKinnon. Mark D. Gerstein and Bradley C. Faris of Latham & Watkins LLP acted as legal advisors to Columbus McKinnon. Sarkis Jebejian, David Feirstein and Clement Smadja of Kirkland & Ellis LLP acted as legal advisor to Moelis & Co. Anton Sahazizian and Charlie Denison of Moelis & Company (NYSE:MC) acted as financial advisors and Michael P. Murphy, Jamie Knox, Gerry Rokoff, Antonio Tomassini, Christian Montinari, William Kiniry, Caroline Magor and PK Paron of DLA Piper LLP (US) acted as legal advisors to Columbus McKinnon Corporation. Stephanie Cohen of Goldman, Sachs & Co. acted as financial advisor to Magnetek Inc. Patrick Quick, Spencer Moats, Jonathan Witt, Corey Sheahan, Raymond Luk, Bryan House, Patrick G. Quick and Spencer T. Moats of Foley & Lardner LLP acted as legal advisors to Magnetek. Paul T. Schnell and Jeremy D. of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor for Goldman Sachs. American Stock Transfer & Trust Company, LLC acted as depositary bank for Columbus McKinnon and acted as transfer agent for Magnetek. MacKenzie Partners, Inc. acted as information agent for Columbus McKinnon.

Columbus McKinnon Corporation (NasdaqGS:CMCO) completed the acquisition of Magnetek Inc. (NasdaqGM:MAG) from Fundamental Global Investors, LLC, Magnetek's Board of Directors and executive officers and others on September 2, 2015. Magnetek has become a wholly owned subsidiary of Columbus McKinnon.