J-M Manufacturing Company, Inc. and PW Eagle, Inc., manufacturers of plastic pipe, fittings and tubing products, announced that they have signed a definitive merger agreement under which J-M Manufacturing will acquire all of the outstanding common shares of PW Eagle for $33.50 per share in cash. The transaction represents an implied total equity value of approximately $400 million.
J-M Manufacturing, headquartered in Livingston, N.J., operates a total of 14 plastic pipe manufacturing facilities and serves customers throughout North America. Based in Eugene, Ore., PW Eagle operates 12 plastic pipe manufacturing facilities in eight states and serves customers throughout the United States.
"With manufacturing facilities throughout North America, the combined company will have broader geographic reach, offer an expanded product line, and deliver value to customers and end users in new and innovative ways," said Walter W. Wang, president and chief executive officer of J-M Manufacturing. "PW Eagle enjoys long-term relationships with its customers because it serves them effectively and efficiently. J-M Manufacturing and PW Eagle have many shared strengths, including a belief in the vital role our products play in safely delivering drinking water, electricity, gas, and other essentials. With this merger, we are even better positioned to bring value and passion to the pipe industry in serving the growing needs of our society."
On May 30, 2006, PW Eagle's board of directors announced the formation of a strategic committee, consisting entirely of independent directors, to explore strategic alternatives to maximize shareholder value. The strategic committee engaged Morgan Joseph & Co., Inc. as financial advisor to the committee in order to explore various strategic options. As a part of this exploration process, the strategic committee conducted an auction, which generated interest from numerous parties. After a thorough review of the various strategic alternatives, and upon unanimous approval and recommendation of the strategic committee, the board of directors of PW Eagle unanimously approved the merger agreement with J-M Manufacturing and has resolved to recommend that its shareholders approve the merger. PW Eagle's largest shareholder, Pirate Capital, LLC, has agreed to vote in favor of the transaction.
The transaction is expected to be completed during the second quarter of 2007, subject to customary closing conditions, including the receipt of regulatory approvals, and approval by PW Eagle's shareholders. There is no financing condition to the obligation of J-M Manufacturing to consummate the merger.
Morgan Joseph & Co. Inc. acted as the financial advisor to PW Eagle's strategic committee and Rothschild Inc. rendered a fairness opinion to the strategic committee with respect to the transaction. Kramer Levin Naftalis & Frankel LLP and Fredrikson & Byron, P.A. served as legal counsel for the strategic committee and PW Eagle in connection with the transaction. Pali Capital, Inc. served as exclusive financial advisor to J-M Manufacturing and arranged necessary financing, and McDermott Will & Emery LLP acted as J-M Manufacturing's legal counsel.