UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
Current Report
Dated June 29, 2016
of
AGCO CORPORATION
A Delaware Corporation
IRS Employer Identification No. 58-1960019
SEC File Number 1-12930
4205 River Green Parkway
Duluth, Georgia 30096
(770) 813-9200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2016, the Company agreed to acquire all of the stock of Cimbria Holdings Limited from Silverfleet Capital (and management sellers) for approximately $340 million. Cimbria, headquartered in Thisted, Denmark, is a leading global manufacturer of equipment used for seed processing and post-harvest grain handling. It has four main production facilities in Denmark, Austria, the Czech Republic and Italy. The purchase agreement contains customary warranties and undertakings from the sellers. Closing of the transaction is subject to regulatory filings and approvals in several European countries, and the seller not being in breach of certain warranties and undertakings. Closing is also subject to other customary closing conditions. The transaction is expected to close during the third quarter of 2016. A press release describing the transaction is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release of AGCO Corporation, issued June 29, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AGCO Corporation | |
By: | /s/ Andrew H. Beck |
Andrew H. Beck Senior Vice President and Chief Financial Officer | |
Dated: July 1, 2016
Exhibit Index
Exhibit No. | Description | |
99.1 | Press Release of AGCO Corporation, issued June 29, 2016 | |
Exhibit 99.1
NEWS RELEASE
For Immediate Release | CONTACT: | |
Wednesday, June 29, 2016 | Greg Peterson | |
Director of Investor Relations | ||
770-232-8229 | ||
greg.peterson@agcocorp.com | ||
AGCO Extends its Grain Storage and Seed Handling Business with Acquisition of Cimbria
DULUTH, GA – June 29 – AGCO, Your Agriculture Company (NYSE:AGCO), a worldwide manufacturer and distributor of agricultural equipment, announced today that it has agreed to acquire Cimbria Holdings Ltd. for approximately $340 million from Silverfleet Capital. Cimbria, based in Thisted, Denmark, is a leading manufacturer of products and solutions for the processing, handling and storage of seed and grain. The transaction is subject to regulatory approval and is expected to close in the third quarter of 2016.
Cimbria’s extensive products and services support the cleaning, drying, storage and conveyance of grain and seed through the development, manufacture and installation of individual machines, customized systems and complete turnkey plants, as well as project management and process control consulting. Cimbria sales, which are expected to reach approximately $240 million in fiscal 2016, are concentrated in Western Europe with growing exposure to Eastern Europe, Africa and the Middle East.
“The acquisition of Cimbria significantly enhances our market position in the European grain handling and storage industry,” said Martin Richenhagen, AGCO’s Chairman, President and Chief Executive Officer. “Cimbria’s products are complementary to our GSI’s offerings and are recognized by its customers for their design, quality and innovation. This combination also provides significant marketing and cost saving synergies and will provide us with a global leadership position in the seed handling industry as well as further strengthen our capabilities to serve large global customers. With margins similar to GSI, the acquisition of Cimbria provides us an attractive opportunity to grow our business and expand our margins.”
Rabobank is acting as financial advisor and Herbert Smith Freehills is serving as legal advisor to AGCO.
* * * * *
Safe Harbor Statement
Statements which are not historical facts, including projected 2016 sales and expectations regarding future growth and cost synergy achievement, are forward-looking and subject to risks that could cause actual results to differ materially from those suggested by the statements. These risks include, but are not limited to, possible declines in demand for products as a result of weather, demand and other conditions that impact farm income, actions by producers of competitive products, and the general risks attendant to acquisitions. Further information concerning these and other factors is included in AGCO’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2015. AGCO disclaims any obligation to update any forward-looking statements except as required by law.
* * * * *
About AGCO
AGCO (NYSE: AGCO) is a global leader in the design, manufacture and distribution of agricultural solutions and supports more productive farming through its full line of equipment and related services. AGCO products are sold through five core brands, Challenger®, Fendt®, GSI®, Massey Ferguson® and Valtra®, supported by Fuse® precision technologies and farm optimization services, and are distributed globally through a combination of approximately 3,000 independent dealers and distributors in more than 140 countries. Founded in 1990, AGCO is headquartered in Duluth, GA, USA. In 2015, AGCO had net sales of $7.5 billion. For more information, visit http://www.AGCOcorp.com. For company news, information and events, please follow us on Twitter: @AGCOCorp. For financial news on Twitter, please follow the hashtag #AGCOIR.
# # # # #
Please visit our website at www.agcocorp.com