Xerium Technologies, Inc. and Andritz AG announced that they have entered into a definitive merger agreement under which Andritz will acquire Xerium for $13.50 per share in an all-cash transaction. This price per share represents a premium of 146.8% to the unaffected share price prior to the announcement by Xerium of a review of strategic alternatives on March 19, 2018.
Two of Xerium’s largest stockholders, Carl Marks Management Company and Wynnefield Capital, which together represent approximately 20% of Xerium’s outstanding common stock, have entered into a voting agreement with Andritz to support the merger.
James Wilson, Chairman of the Xerium Board, said, “This transaction represents a great outcome for Xerium stockholders, and is a reflection of the effort and accomplishment of our employees. It is also a major step forward for the Company’s long-term business competitiveness and ability to serve customers.”
Mark Staton, Xerium’s President and Chief Executive Officer, said, “We are very excited about this coming together with Andritz. Their prestigious reputation in our industry, as well as their true global scale, provides a compelling opportunity for our own global workforce. I am convinced that Andritz will be a great long term owner of Xerium.”
Completion of the transaction is subject to approval by Xerium’s stockholders, regulatory approvals, and other customary closing conditions. The parties expect to close the transaction during the second half of 2018.
TN Capital Advisors, LLC (“True North”) served as exclusive financial advisor to Xerium for this transaction, and Latham & Watkins LLP served as legal advisor to Xerium.