Horizon Global Corporation, a global manufacturer of branded towing and trailering equipment, today announced it has entered into a definitive merger agreement with First Brands Group, LLC, a global automotive parts manufacturer that serves the worldwide automotive aftermarket, pursuant to which First Brands will acquire Horizon Global.
The terms of the Transaction include an all-cash tender offer, which upon successful closing will entitle each stockholder of Horizon Global’s common stock to receive cash consideration of $1.75 per share.
Highlights of the Transaction:
- The Transaction will result in a collection of market leading brands within the automotive industry, serving both OEM and the aftermarket channels under one group. Horizon Global’s portfolio of pioneering towing and trailering brands and innovative products are complementary to First Brand’s well recognized portfolio of braking solutions, filters, wiper blades, gas springs, spark plugs and fuel and water pumps, offering best-in-class technology, engineering, manufacturing and customer service.
- The combined group will have improved access to capital to ensure the continued growth and product development that has been a long-term strategic priority for Horizon Global, enabling the group to focus on serving its broad customer base without interruption.
- Despite the difficult market backdrop, the Transaction represents a 31% premium to the trading price prior to the strategic alternative announcement in August 2022, and a 237% premium over the 30-day volume weighted trading price in Horizon Global’s common stock.
“The Transaction represents the culmination of a thorough review of strategic alternatives announced in August and represents what we believe is the best outcome for our customers, suppliers, shareholders and employees,” stated Horizon Global’s interim CEO and Board Chair John C. Kennedy.
“After consideration of a number of different alternatives, the Board believes this Transaction is the best path forward for shareholders to address Horizon Global’s capital needs while supporting the long-term growth and sustainability of Horizon Global’s business.
“Our management team and employees of Horizon Global are committed to delivering innovative, high-quality towing and trailering products, and this Transaction provides the resources needed to deliver on that commitment.”
“We are pleased to welcome Horizon Global to the First Brands family, we are excited to build on Horizon Global’s established products, brands and customers and we look forward to realizing benefits for both Horizon Global and First Brands as we move forward,” stated Guy Andrysick, Executive Vice President, First Brands.
The closing of the Transaction is subject to certain conditions, including the tender of shares representing at least a majority of the total number of Horizon Global’s outstanding shares of common stock, the tender of Series B preferred stock at a cash consideration equal to the applicable redemption price and other customary conditions. Other than filings with the SEC, no regulatory filings or approvals are anticipated in connection with the Transaction. Horizon Global expects the Transaction to be completed in the first quarter of 2023.
Jefferies LLC acted as financial advisor and Lincoln International LLC provided a Fairness Opinion to Horizon Global, and Jones Day acted as legal counsel to Horizon Global. Paul Hastings LLP acted as legal counsel to First Brands.
About Horizon Global
Headquartered in Plymouth, MI, Horizon Global is a leading designer, manufacturer and distributor of a wide variety of high-quality, custom-engineered towing, trailering, cargo management and other related accessory products in North America, Europe and Africa.
Horizon Global serves automotive original equipment manufacturers, retailers, dealer networks and the end consumer as the category leader in the automotive, leisure and agricultural market segments.
Horizon Global provides its customers with outstanding products and services that reflect Horizon Global’s commitment to market leadership, innovation and operational excellence.
Horizon Global’s mission is to utilize forward-thinking technology to develop and deliver premium products for our customers, engage with our employees and create value for our shareholders.
Horizon Global maintains a collection of regionally recognized brands in the towing and trailering industry, including: Draw-Tite, Reese, Westfalia, BULLDOG, Fulton and Tekonsha. Horizon Global has approximately 3,500 employees.
For more information, please visit www.horizonglobal.com.
About First Brands
First Brands is a global automotive parts company that develops, markets and sells premium products through a portfolio of market-leading brands including: Raybestos complete brake solutions, Centric Parts replacement brake components, FRAM filtration products, Luber-finer filtration products, TRICO wiper blades, ANCO wiper blades, Carter fuel and water pumps, Autolite spark plugs, StrongArm lift supports, and StopTech performance brakes. The First Brands portfolio of world-class brands offers best-in-class technology, industry-leading engineering and manufacturing capabilities and superior customer service.
For additional information, please visit https://firstbrandsgroup.com/.