Superior Industries International Germany AG entered into an agreement to acquire 61.29% stake in UNIWHEELS AG (WSE:UNW) from UNIWHEELS Holding (Malta) Limited for PLN 1.7 billion on March 23, 2017. The agreement has been reached as a part of tender offer to acquire 100% stake in UNIWHEELS AG. As reported, Superior Industries International Germany will acquire 7.6 million shares in UNIWHEELS AG from UNIWHEELS Holding (Malta) Limited at a price of PLN 226.5 per share in cash. Under the tender offer, Superior Industries International Germany AG shall acquire the remaining 37.71% stake in UNIWHEELS AG held by the shareholders apart from UNIWHEELS Holding (Malta) Limited at an offer price of PLN 235.83 per share. The transaction is to be financed through a combination of debt, preferred equity, and balance sheet cash. The financing will be done through approximately $660 million (PLN 2.6 billion) of newly funded debt, consisting of a $400 million (PLN 1.5 billion) senior secured term loan B and $260 million (PLN 1.03 billion) of senior unsecured notes, as well as $150 million (PLN 593.61 million) of preferred equity and a $150 million (PLN 593.61 million) revolving credit facility also will be obtained. The preferred equity will be purchased by TPG Growth. The debt financing will be provided by a consortium of banks including Citibank NA, JP Morgan, Royal Bank of Canada and Deutsche Bank. Completion of the tender offer is subject to the condition that at least 75% of the outstanding UNIWHEELS shares are tendered. The tender offer is not conditioned on receipt of any antitrust approvals. The transaction has been approved by the Boards of Directors of Superior and UNIWHEELS Malta. The tender offer will commence on April 12, 2017 and will end on May 22, 2017. The acquisition will be immediately accretive to EPS. As of April 7, 2017, the Executive Board of UNIWHEELS recommends the shareholders to accept the tender offer by Superior Industries.
Bruce Toth and Nicolas Usher of Winoton & Strawn LLP and Guido Hoffmann, Marc P. Scheunemann, Boris Dürr, Marcel Greubel, Christoph Hexel, Reinhard Siegert, Anton Horn and Alexander Bork of Heuking Kühn Lüer Wojtek acted as legal advisors while Victoria Sivrais of Clermont Partners acted as public relations advisor to Superior Industries. Markus Greinert, Roman Stenzel, Heino Rück, Stefan Zeyher, Stephanie Birmanns and Matthias Heusel of SZA Schilling Zutt & Anschütz acted as legal advisors for UNIWHEELS Holding. Lukasz Berak and Andrzej Motyka of Soltysinski, Kawecki and Szlezak acted as legal advisors for UNIWHEELS Holding. Hartmut Krause, Jaroslaw Iwanicki, Alexander Wüpper, Maciej Skoczynski, Hans-Peter Löw, Matthias Horn, Thomas Neubaum, Jens Matthes, Jürgen Schindler, Tomasz Kawczynski, Marta Sendrowicz, Joyce Leemrijse, Marcus Heinrich, Katharina Stüber, Boris Blunck, Marcin Czaprowski, Natalia Chyb and Arwien Oemrawsingh of Allen & Overy acted as legal advisors for Superior Industries. Flick Gocke Schaumburg acted as the legal advisor to UNIWHEELS Holding and Lazard GmbH acted as the financial advisor to UNIWHEELS Holding in this transaction. Evercore is serving as lead financial advisor with Pricewaterhouse Coopers LLP while Jörg Brodersen of Ernst & Young LLP provided transaction support as accountant to Superior Industries. SMM Legal acted as legal advisor to Superior Industries. Christoph Wolf, Christiane Vocke and Tilman Wink of Baker & McKenzie and Jakub Celinski of Dentons acted as legal advisors to Uniwheels AG. Dom Maklerski Banku Handlowego S.A. is servicing the tender offer. Thomas Ludwig, Hendrik Becker, Stefan Maier, Esther Becker, Thomas Ruland and Alexander Hix of Ludwig & Co. GmbH acted as financial advisors to UNIWHEELS AG and the management.