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Funds Advised to Acquire Mark IV Industries, Inc. for $23.00 Per Share

30 May 2000

Funds Advised by BC Partners to Acquire Mark IV Industries, Inc. for $23.00 Per Share

AMHERST, N.Y., MILAN, Italy and PARIS, France May 29, 2000 Mark IV Industries, Inc. todayannounced the execution of a definitive merger agreement with MIVAcquisition Corporation, an entity controlled by funds advised by BCPartners, a leading European private equity firm, providing for theacquisition of Mark IV at a price of $23.00 per share in cash.
    The transaction, which is valued at approximately $2 billion, includes the assumption and/or refinancing of approximately $950 million of debt and is structured as a cash merger. The transaction has been approved by Mark IV's Board of Directors and is conditioned on the approval of the holders of a majority of the outstanding shares of Mark IV. The merger is also conditioned on the receipt of funding under committed financing, the absence of material adverse changes, government regulatory approvals and other customary conditions. In connection with the acquisition, certain members of the Company's operating management have agreed to roll-over stock options currently held by such persons, in lieu of cash, and have been offered the opportunity to purchase equity in the parent of the acquisition subsidiary. The transaction closing is currently anticipated to occur within four to five months.
    In reaching its decision, Mark IV was advised by Bear, Stearns & Co., Inc.. BC Partners, which was advised by SG Investment Banking (SG Hambros and SG Cowen), has obtained a debt financing commitment for the acquisition subsidiary from a bank syndicate led by The Chase Manhattan Bank to provide, in the aggregate, approximately $1.2 billion to finance a portion of the acquisition. The syndicate includes Interbanca S.p.A. and Mediobanca S.p.A. as co-leaders. Interbanca S.p.A. and Mediobanca S.p.A., two Italian merchant banks, have introduced the transaction to BC Partners. Interbanca S.p.A. is also an investor in MIV Acquisition Corporation. Funding under the commitment is subject to customary conditions. In addition, funds advised by BC Partners have committed $650 million and a syndicate led by Interbanca S.p.A. $180 million, for an aggregate of $830 million in equity and other funding for the balance of the acquisition financing. The Interbanca S.p.A. syndicate of investors includes ABN Amro Hopa and Arca Merchant.
    Under the terms of the Indentures governing Mark IV's 7 3/4% Senior Subordinated Notes due 2006 and its 4 3/4% Convertible Subordinated Notes due 2004, the Company is required to offer to purchase such Notes upon consummation of the merger at prices set forth in the respective Indentures. MIV Acquisition Corporation said that it is currently intended that Mark IV's 7 1/2% Senior Subordinated Notes due 2007 would remain outstanding.
    In commenting on the execution of the merger agreement, Sal H. Alfiero, Mark IV's Founder, Chairman and Chief Executive Officer, said, "The Board of Directors and management team has been dedicated to maximizing shareholder value throughout the process of evaluating Mark IV's strategic alternatives announced in January. This transaction represents an endorsement of Mark IV by a highly-regarded private equity firm. The purchase price being paid represents a 25% premium over the Company's January stock price prior to its announcement."
    Commenting on the acquisition, Michel Guillet of BC Partners said, "Mark IV is an excellent example of what we look for in an investment opportunity: a market leader, a long and successful operating history with attractive growth prospects and a highly committed and experienced management team. We look forward to building the business and taking advantage of new opportunities."
    Mark IV Industries, Inc. is a $2.0 billion global manufacturing company headquartered in the Buffalo suburb of Amherst, New York, employing 15,600 people worldwide. The Company's core technologies include power train, electronic information products and services for the transportation market, automotive and industrial power transmission and other engine related systems and components, fluid power and fluid transfer systems and components. The Company brands include Dayco, Lombardini, Swan, Luminator and F-P Electronics.
    BC Partners is a leading European private equity firm with offices in Milan, Paris, London and Hamburg and funds under management of $4.5 billion. Recent acquisitions of the BC Partners funds include Grohe AG, Elis SA and Cantrell & Cochrane Group, each the largest leveraged buyouts in Germany, France and Ireland, respectively.
    Interbanca S.p.A. is an Italian medium term financing institution based in Milan with a significant merchant banking business, is listed at the Milan Stock Exchange and is part of the Antonveneta Group.