Tower International Inc. is set to be acquired by Autokiniton Global Group in a deal valued at $900 million.
Tower, a manufacturer of engineered automotive structural metal components and assemblies, has entered into a definitive agreement through which Autokiniton, a North American supplier of metal-formed components and complex assemblies to the automotive industry, will acquire Tower for $31 per share in cash.
Autokiniton is a portfolio company of KPS Capital Partners, a New York private equity firm with over $5 billion of assets under management.
AGG CEO George Thanopoulos said that AGG will remain conservatively capitalized, with capital resources to fund product-focused research and development, technology and significant organic growth following the transaction, which is expected to close in September or October of 2019.
Under the terms of the definitive merger agreement, AGG will commence a tender offer no sooner than August 14, 2019 and no later than August 19, 2019 to acquire all of the outstanding shares of common stock of Tower for $31 per share in cash.
Following the closing of the tender offer, a wholly-owned subsidiary of AGG will merge with and into Tower, with each share of Tower common stock that has not been tendered being converted into the right to receive the same $31 per share in cash offered in the tender offer.
The definitive agreement includes a 35 day "go-shop" period, which permits Tower's board and financial adviser to actively initiate, solicit and consider alternative acquisition proposals. Tower will have the right to terminate the merger agreement to accept a superior proposal subject to the terms and conditions of the merger agreement. Tower does not intend to disclose developments with respect to the solicitation process.
J.P. Morgan Securities LLC is serving as exclusive financial adviser for Tower and rendered a fairness opinion. Houlihan Lokey Capital, Inc. provided an additional fairness opinion for Tower. Lowenstein Sandler LLP is serving as the legal adviser to Tower.
Goldman Sachs & Co. and Bank of America Merrill Lynch, are serving as the financial advisers for AGG and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as the legal adviser to AGG.