Prysmian will acquire Encore Wire for $290.00 per share in cash

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Prysmian today announced that it has entered into a definitive merger agreement under which it will acquire Encore Wire (NASDAQ: WIRE) for $290.00 per share in cash (the “Transaction”).
About Encore Wire Encore Wire is a leading manufacturer of a broad range of copper and aluminum electrical wire and cables, supplying power generation and distribution solutions.
In fiscal year 2023, Encore Wire delivered revenue of approximately $2.6 billion and EBITDA of $517 million[2].
“This transaction maximizes value for Encore Wire shareholders and provides an attractive premium for their shares.
Encore Wire and Prysmian are two highly complementary organizations, and we anticipate a bright future for Encore Wire as part of Prysmian.
J.P. Morgan Securities LLC is acting as sole financial advisor to Encore Wire and O’Melveny & Myers LLP is acting as legal advisor.
ENCORE WIRE Encore Wire is a leading manufacturer of a broad range of copper and aluminum electrical wire and cables, supplying power generation and distribution solutions to meet its customers’ needs today and in the future.
Encore Wire financials based on US GAAP.

NEUTRAL

Prysmian declared today that it has signed a final merger agreement, whereby it will pay $290,000 in cash per share to Encore Wire (NASDAQ: WIRE) (the “Transaction”). In terms of volume weighted average share price (VWAP) as of Friday, April 12, 2024, the Transaction represents a premium of about 20% over the 30-day VWAP and about 29% over the 90-day VWAP.

According to the terms of the transaction, Encore Wire’s implied enterprise value is roughly €3.9 billion[1], which is a multiple of 8.2 and 6.3 times EV/2023A EBITDA, including run rate synergies.

About Encore Wire.

Power generation and distribution solutions are provided by Encore Wire, a top manufacturer of a wide variety of copper and aluminum electrical wire and cables. Encore Wire is ideally positioned to play a significant role in the shift to a more dependable and sustainable energy infrastructure thanks to its wide range of products and affordable production costs. Encore Wire produced revenue of roughly $2.66 billion and EBITDA of $517 million in the fiscal year 2023[2].

Rationale for Strategy.

Encore Wire is an excellent addition to Prysmian’s approach, and specifically, the Transaction will enable Prysmian to:.

raise its level of exposure to secular growth drivers.

increase its contact with North America.

utilize the best-in-class service and operational efficiency of Encore Wire throughout Prysmian’s portfolio.

increase the range of products offered by Prysmian, allowing the merged business to better serve North American clients; and.

produce run-rate EBITDA synergies estimated to be worth ~€140 million within four years of closing.

“The purchase of Encore Wire is a significant milestone for Prysmian and a unique and strategic chance to generate value for our clients and shareholders,” stated Massimo Battaini, Prysmian’s designated Group CEO. “Prysmian will expand its geographic mix and portfolio through this acquisition, strengthening its position in North America and greatly boosting its exposure to secular growth drivers. Enjoying the benefits of the combined company’s improved product offerings and customer relationships, we are excited to welcome the Encore Wire team to Prysmian. “.

Daniel L. said, “We are happy to have reached an agreement that reflects the remarkable value Encore Wire has created with our expansive single-campus model, low-cost production, centralized distribution, and product innovation.”. Jones, the Chairman, President, and CEO of Encore Wire. This deal offers Encore Wire shareholders an enticing premium for their shares while maximizing value for them. Prysmian and Encore Wire are two very complementary companies, and we believe Encore Wire will have a bright future as a Prysmian subsidiary. In addition, we anticipate that this transaction will open up more future opportunities for our employees, whose commitment and hard work made it possible, as part of a larger, international operation. In order to complete this value-enhancing combination and realize the substantial benefits that we anticipate it will bring to all of our stakeholders, we are looking forward to working with Prysmian. “.

Prysmian anticipates continuing to have a major presence at Encore Wire’s single-site, vertically integrated facility in McKinney, Texas after the transaction closes.

Highlights of Finances.

The combined group would have reported adjusted EBITDA of roughly €2.1 billion and net sales of over €17.7 billion for the twelve months ended December 20, 2023, based on pro forma aggregated results[3].

Prysmian projects that, in the four years following Closing, run-rate pre-tax synergies of about €140 million will be produced. An approximate 1–2–3x run-rate pre-tax synergy is estimated as one-time capital expenditures or costs needed to achieve the aforementioned synergies.

The anticipated EPS accretion from the transaction is approximately thirty percent when run-rate synergies are taken into account, and approximately twenty percent before pre-synergies[5] for Prysmian shareholders.

A combination of newly committed debt facilities (€34 billion) and cash on Prysmian’s balance sheet (€11 billion) will be used to finance the deal. Pro-forma net debt of roughly €5 points 1 billion for the combined group, or 2 points 4x 2023 ND/Adj. ratio of EBITDA[6].

With the combined company’s robust cash flow generation and the synergies making it even better, Prysmian will benefit from an accelerated deleverage that should raise the leverage ratio (ND/Adj. By 2027, EBITDA will be nearly identical to the Prysmian standalone 2023 leverage ratio.

Time and Approvals.

The transaction, which has received unanimous approval from the boards of directors of both companies and has been recommended to Encore Wire’s shareholders, is anticipated to close in the second half of 2024, pending regulatory approval, the consent of Encore Wire’s shareholders, who hold at least a majority of the outstanding shares, and other customary closing conditions.

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Wachtell, Lipton, Rosen and Katz is serving as Prysmian’s legal advisor, while Goldman Sachs Bank Europe SE, Succursale Italia is serving as the only financial advisor. H. P. Encore Wire has the exclusive financial counsel from Morgan Securities LLC and legal counsel from O’Melveny & Myers LLP.

Conference Call to Discuss Transaction: Monday, April 15, 10:00 a.m. me. Prysmian’s designated CEO, Massimo Battaini, will host a conference call and presentation for analysts and institutional investors. Please click the following link to view the webcast.

The webcast can be accessed at https://edge.media-server.com/mmc/p/evqv6n35.

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PRYSMIAN.

Prysmian is a global leader in digital transformation and the energy transition. It provides cabling solutions worldwide. With its broad product portfolio, strong customer base, and history of technological innovation and leadership, the company is well-positioned to build on its market leadership and succeed in new, expanding areas. In the areas of transmission, power grid, electrification, and digital solutions, Prysmian’s business approach perfectly satisfies major market drivers by creating robust, high-performing, sustainable, and innovative cable solutions. With almost 150 years of experience, approximately 30,000 employees, 108 plants, 26 R&D centers spread across more than 50 countries, and projected sales of more than €15 billion in 2023, Prysmian is a publicly traded company that is listed on the Italian Stock Exchange.

WIRE ENCORE.

Encore Wire is a top producer of copper and aluminum electrical wires and cables, offering power distribution and generation solutions to satisfy the demands of its clients both now and in the future. In addition to offering great customer service and expedited coast-to-coast shipping of completed orders, the company’s primary focus is on maintaining low production costs. The vertically integrated, single-site campus in Texas is where its products are proudly made in the United States of America.

[1] Convertible at 1.08x USD/EUR FX, or $4.2 billion.

US GAAP is used for the core financials.

[3]Based on PF EBITDA of €2,102 million (Prysmian €1,628 million plus Encore Wire $517 million, converted at a rate of 1 point08x USD/EUR FX of €479 million). US GAAP is used for the Encore Wire financials.

Earnings per share is referred to as [4]EPS.

[5]EPS accretion calculated without taking into account the Transaction’s possible PPA impact. Encore Wire’s financial statements in accordance with US GAAP.

[6]Predicted on pro-forma EBITDA of €2,102 million (€1,628 million plus $517 million converted at a 1.08x USD/EUR foreign exchange rate of €479 million).

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