said Wednesday it has agreed to acquire Welbilt Inc.
in an all-stock deal with an enterprise value of $4.3 billion, that will create a leading food equipment company with a commercial foodservice portfolio. Under the terms of the deal, Welbilt shareholders will receive 0.1240 shares of Middleby common stock for each share owned. Based on Middleby’s volume-weighted average price (VWAP) during the 30 consecutive trading days ending April 20, the deal offers a 28% premium over Welbilt’s 30-day VWAP. Once the deal closes, Middleby shareholders will own about 76% of the combined entity, with Welbilt shareholders owning the remaining 24%. Welbilt’s biggest shareholder, Carl Icahn, is supportive of the deal, the companies said in a joint statement. The deal is expected to close in late 2021. The combined company will have about $3.7 billion in combined 2020 sales and the deal is expected to be immediately accretive to Middleby’s adjusted per-share earnings, and 10% accretive in the second year after closing. The deal “strengthens customer value proposition across hot-side, cold-side, beverage, technology and aftermarket support services across the globe,” said the statement. Welbilt shares rose 12.9% premarket, while Middleby shares were down 4%.