M&A Deals of the Week

With deal news from Manitowoc Co., Magnetek, and Cherry Corp.

Manitowoc Company selling marine division to Italian firm
The Manitowoc Company Inc. will sell its marine division to Fincantieri Marine Group Holdings, Inc., a subsidiary of Trieste, Italy-based Fincantieri – Cantieri Navali Italiani SpA, for $120 million. Lockheed Martin Corp. will be a minority investor with Fincantieri in the proposed acquisition. The transaction is an all-cash deal that is anticipated to close at the end of this year.

The division, called Manitowoc Marine Group, is a full-service shipbuilding, ship repair, and ship conversion organization that operates facilities in Sturgeon Bay, Marinette and Cleveland, Ohio. The division serves a broad base of commercial, military, and government customers and has about 1,600 employees.

"As our legacy business, Marine led the way in establishing Manitowoc’s tradition of integrity, commitment to stakeholders, and passion for excellence — the values that have driven the success for all three of our segments," said Manitowoc president and chief executive officer Glen E. Tellock. "In addition, this transaction expands the opportunities for MMG (Manitowoc Marine Group) to continue its industry leadership in the future. More importantly, it will allow MMG to become part of a growing, global organization that is exclusively focused on commercial and military shipbuilding."

This transaction will allow Manitowoc to focus its financial assets and managerial resources on the growth of its increasingly global crane and foodservice businesses. It also will allow us to invest the proceeds from the sale to generate additional shareholder value."

The sale is expected to generate a per-share, after-tax gain of approximately 60 cents. The company said it intends to use the after-tax proceeds for general corporate purposes, which includes paying down debt anticipated as a result of the pending acquisition of Enodis.

Magnetek acquires Saminco product line
Magnetek Inc., a Menomonee Falls-based designer and manufacturer of power control and delivery systems for the overhead material handling industry, has acquired the DDC Direct DC Drive product line from Saminco Inc. and the associated DDC technology, patent and intellectual property rights from co-owners Eaton Corp. and Saminco.

Magnetek had a brand label supply agreement with Eaton since 2006 to provide sales, support and service of direct DC drive systems, marketed under Magnetek’s OmniPulse brand name, to the material handling industry. The crane control systems are used in DC-powered primary metal, foundry and heavy industrial cranes.

"Replacing traditional electromechanical controls with digital DC drive technology results in a combined energy and maintenance savings that easily justifies the return on investment," said Perry Pabich, vice president and general manager of Magnetek’s material handling business.

"The acquisition of the DDC digital drive product line and technology provides Magnetek with a unique addition to our controls product portfolio and gives us greater presence in the international crane control market, as the DDC product line has an established distribution network in Europe and South America," Pabich said. Saminco is based in Fort Myers, Fla., and Eaton is based in Cleveland, Ohio.

German firm to acquire Cherry Corp.
Cherry Corp., which operates its global and North American headquarters in Pleasant Prairie, will be acquired by ZF Friedrichshafen AG of Germany. The German firm is expanding its worldwide automotive supplier position for driveline and chassis technology.

Cherry’s corporate headquarters has seven employees, and its nearby North American headquarters has about 140 employees working in sales, administration and design, according to Dan King, the company’s vice president of finance and administration.

Most of Cherry’s manufacturing is in Germany, where it employs half of its 3,100 employees. Its North American manufacturing is based in Mexico, where it employs about 650 workers, King said.

Cherry will operate as an independent business unit of ZF, and no jobs will be lost in Pleasant Prairie, said Frank Buschemi, a spokesman with ZF. The company’s name will change to ZF Electronics GMBH, but the Cherry brand name will remain for non-automotive parts.

In 2007, Cherry had sales of approximately $400 million with 3,100 employees worldwide. Cherry was founded in 1953 and develops as well as produces switches, sensors, control units, and electronics modules for the automotive industry, components for industrial and household applications, and computer input devices.

Peter Cherry, chairman and president of Cherry said, "This transaction has great strategic value; as it will allow Cherry to expand its current customer base and ZF will bring substantial additional resources for future growth in all of Cherry’s product segments. There are many opportunities for incorporating Cherry’s technologies into the broad range of ZF applications."

"With ZF Electronics, we are reinforcing our competence profile in the fields of mechatronics and electronics" said Hans-Georg Harter, ZF’s chief executive officer and president. "In particular for our future tasks in driveline and chassis technology, we can swiftly apply Cherry’s know-how." Financial terms of the transaction were not disclosed.

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