French FSD to buy Tower’s automotive supply business, including Poland

Tower International, Inc., a leading global manufacturer of engineered automotive structural metal components and assemblies, announced it has signed a deal to sell all of its European Operations to Financière SNOP Dunois S.A.”FSD”, a privately owned French automotive supplier.

Tower’s European Operations include manufacturing facilities in Belgium, Czech Republic, Germany, Italy, Poland and Slovakia and offices in Germany and Italy. Financial results for full year 2018 are projected at revenue of $650 million and Adjusted EBITDA of $55 million. Before fees and other customary adjustments, the anticipated sale price represent an Enterprise Value of €255 million ($298 million at $1.17/Euro) representing an enterprise multiple of 5.4 times Adjusted EBITDA. This transaction multiple is significantly higher than the present multiple for Tower’s common stock, which Tower estimates was approximately 4.5 times based on yesterday’s closing price.

“This accretive transaction with FSD allows Tower to focus on a North American business with strong organic growth, profit margins and cash flow. It further strengthens Tower’s balance sheet and enhances Tower’s financial flexibility and accelerates Tower’s ability to invest in additional accretive growth, reduce leverage and/or return capital to Tower shareholders,” said CEO Jim Gouin. “FSD and Tower Europe’s operations are very complementary from a customer as well as geographic footprint. This combination will allow Tower’s assets and colleagues to be better utilized as part of this Pan-European entity.”

The memorandum of understanding signed by the parties together with an unsigned stock purchase agreement, would be the basis on which the parties pursue the signing of a definitive agreement in the next few weeks, once works council consultation has taken place. Completion of the divestiture is expected to take place during the first quarter of 2019 and is subject to approval of the applicable antitrust authorities and other customary conditions. Tower expects to recognize a book loss of approximately $60 million related to the sale of the European operations. This one-time charge will include the reclassification of currency translation into earnings, other fair value adjustments and selling costs.

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