Manitowoc Company to acquire Enodis for $2.1 billion

The Manitowoc Company Inc. announced April 14 that agreement has been reached on the terms of a recommended acquisition of Enodis plc in a transaction valued at approximately $2.1 billion, including the assumption of Enodis' net debt (approximately $207 million as of September 29, 2007).

Enodis is a leading global food and beverage equipment manufacturer, with approximately 6,800 employees and 30 factories in nine countries. Enodis' Global Foodservice Equipment businesses provide primary cooking, ovens, storage, preparation, holding, warewashing, ice machine, refrigeration and beverage equipment to restaurants and other customers worldwide. The Food Retail Equipment operations provide refrigeration systems, refrigerated display cases and walk-in cold storage rooms primarily to supermarkets and convenience stores in North America.

The Manitowoc Company is one of the world's largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes, and boom trucks. As a leading manufacturer of ice-cube machines, ice/beverage dispensers, and commercial refrigeration equipment, the company offers one of the broadest lines of cold- side equipment in the foodservice industry. In addition, the company is a leading provider of shipbuilding, ship repair, and conversion services for government, military, and commercial customers throughout the U.S. maritime industry.

The transaction, which was unanimously approved by both companies' boards of directors, provides for a cash payment of 258 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis will pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008. The transaction is structured as a court-sanctioned scheme of arrangement under the laws of the United Kingdom and is expected to close in the fourth quarter of 2008. The transaction is subject to court approval in the U.K., the approval of Enodis shareholders, as well as regulatory approvals in various jurisdictions.

Glen E. Tellock, Manitowoc president and chief executive officer, said, "We have long recognized the value that a combination of the foodservice businesses of Enodis and Manitowoc would create. We believe the strategic benefits of the combination are substantial, and we are pleased to have reached an agreement for this transforming acquisition. We believe the offer price provides good value to Enodis' shareholders while also allowing Manitowoc's shareholders to realize the benefits that the enhanced global business platform is expected to generate through deeper customer relationships, a more robust R&D process, and operating synergies."

Manitowoc believes that the successful integration of the two businesses will result in improved growth prospects and the opportunity to deliver significant synergies. Management currently estimates that by 2010 the transaction will generate annual synergies of more than $60 million. Historical revenues for the combined companies for the most recently completed respective financial years exceeded $5.6 billion.

"We believe the expanded global footprint of the combined businesses creates an outstanding growth platform for Manitowoc Foodservice," said Michael Kachmer, president of Manitowoc Foodservice. "With the world's largest foodservice companies growing at rates well in excess of the overall industry, we should be well-positioned to partner with our customers in creating modern, efficient kitchens that deliver the dining choices that consumers want."

The proposed acquisition continues the company's history of creating global growth platforms through meaningful bolt-on acquisitions. In 2001 and 2002, the company acquired Potain and Grove to create one of the global crane industry's most complete product portfolios. In 2002, the company's Crane segment had pro forma revenues of less than $1 billion. Since that time, Manitowoc has enhanced its service offering to include an industry-leading aftermarket support network, has introduced more than 100 new products, and now operates manufacturing and service facilities in more than 20 countries to serve its global customers and their specific needs. In 2007, the company's Crane segment had revenues totaling more than $3 billion.

"The acquisition of Enodis provides the opportunity to replicate the tremendous growth strategy that we employed in the lifting industry," Tellock added. "The same elements are in place for this strategy to succeed again - industry leading brands, a global footprint to meet the specific needs of a global customer base, a commitment to technology, new product development and world-class aftermarket services, all supported by a team of the industry's most talented people."