January 9, 2014
CRAWLEY, West Sussex, United Kingdom, Jan. 9, 2014 (GLOBE NEWSWIRE) -- Edwards Group Limited (Nasdaq:EVAC) ("Edwards" or the "Company"), a leading developer and manufacturer of sophisticated vacuum products, abatement systems and related value-added services, announces that all regulatory and antitrust clearances and approvals necessary for its merger with Atlas Copco Group (NASDAQ OMX Stockholm: ATCO A, ATCO B), the Sweden-based provider of industrial productivity solutions, have now been obtained.
Closing of the transaction is therefore expected to take place by close of business today, 9 January 2014, and consequently Edwards ADSs are anticipated to cease trading on the NASDAQ stock exchange prior to market opening on 10 January 2014. On closing, the fixed cash payment of $9.25 per share will become payable to shareholders. Under the terms of the merger agreement filed with the SEC on 28 August 2013, an additional payment of up to $1.25 per share is potentially payable post-closing, calculated according to a mechanism set out in the merger agreement. This is on the basis of Edwards' achieving 2013 revenues in excess of £587.5 million and capped at £650 million, together with exceeding certain Adjusted EBITDA targets set between £113.9 million and £145 million. The additional payment will be paid after the financial results for the fourth quarter of 2013 have been completed, which is expected before the end of the first quarter of 2014. Forward-Looking Statements This document may include forward-looking statements such as statements regarding the Company's business strategy, financial condition, results of operations and market data, as well as other statements that are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after the Company distributes this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in the Company's SEC filings. Copies of the Company's SEC filings are available from the SEC website, www.sec.gov.