Japan-based TICO is a multi-national materials handling, automotive, textile machinery and logistics company and a large manufacturer of forklift trucks.
Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO”) and Cascade Corporation (NYSE: CASC) today announced that they have entered into an agreement under which TICO will acquire 100% of the shares of Cascade for $65 per share in cash. The transaction is valued at $759 million in the tender offer. The purchase price is a 23% premium over Cascade’s average share price for the last 60 days. No surprise that the takeover has been unanimously approved by the Boards of Directors of both TICO and Cascade. The transaction is valued at $759 million in the tender offer.
It is just the latest sign of the importance of expertise in moving materials in a multi-national company dominated global economy. General Motors is pursuing a similar goal in a linkup with PSA Peugeot, in part because of Peugeot’s logistical expertise. (GM Buys 7% of PSA Peugeot Citroën to Share Parts, Vehicles)The Oregon-based Cascade is a major international manufacturer and distributor of materials handling attachments and replacement parts for the lift truck and construction industries worldwide. Under the terms of the transaction, Cascade will become a wholly owned subsidiary of TICO.
Japan-based TICO is a global materials handling, automotive, textile machinery and logistics company and a leading manufacturer of forklift trucks.
“Cascade Corporation has a strong reputation for providing customers with the latest technology in materials handling attachments for lift trucks and is widely considered to be the innovative leader with high-quality, customizable products,” said Tetsuro Toyoda, TICO President and Representative Director.
Cascade’s President and CEO, Robert C. Warren, Jr., will continue to lead the business after the closing of the transaction and it will remain based out of Fairview, Oregon, the company said in a statement.
Under the terms of the agreement, which could be viewed as controversial, it is anticipated that TICO will commence a tender offer for all of the outstanding shares of Cascade at the price of $65 no later than 5 November 5 2012. Robert C. Warren, Jr. and Warren Holdings, LLC, have entered into agreements with TICO to support the transaction and to tender their shares that cover approximately 14% of Cascade’s outstanding stock.
The closing of the tender of course is dependent on customary conditions, including Cascade’s shareholders tendering at least a majority of Cascade’s outstanding common shares on a fully diluted basis. Regulatory authorities will also have to approve of the deal, which will not be a problem in Japan where Toyota is a major economic force.
If the deal goes through, all shares not tendered will be converted into “the right to receive the same price as is paid in the tender offer.” The transaction, given Toyota’s strong balance sheet, is not subject to obtaining financing, which is often the case in takeovers. The takeover is expected to close by the end of calendar year 2012
