Wärtsilä Corporation announces recommended cash offer for Hamworthy plc

Wärtsilä Corporation
  • Stock exchange release
22 November 2011 at 11:00 AM E. Europe Standard Time

Wärtsilä Corporation (“Wärtsilä”) is pleased to announce that it has reached agreement with the Board of Hamworthy plc (“Hamworthy”), a UK listed engineering company focussed on the marine and oil and gas sectors, in regards to a recommended cash offer for the acquisition of Hamworthy.

Under the terms of the acquisition Hamworthy shareholders will receive 825 pence in cash for each Hamworthy share valuing Hamworthy’s entire issued and to be issued share capital at approximately GBP 383 million. This represents an EV / LTM EBITDA multiple of 14.3x as per 30 September 2011. The acquisition is conditional on the approval by the shareholders of Hamworthy. The acquisition is expected to be closed during the first quarter in 2012. The acquisition is subject to relevant regulatory approvals in Germany and Norway.

Wärtsilä will hold a press conference today at 11:00 EET (9:00 UK time) in Helsinki, Finland. The press conference can be participated via webcast and teleconference. Please find details at the end of the release.

Combining Hamworthy and Wärtsilä will allow both organisations to broaden and enhance their capabilities in rapidly evolving offshore, marine gas applications as well as environmental solutions markets. Both Hamworthy and Wärtsilä will benefit from technology sharing and optimised R&D to enhance position for the global marine and offshore markets.

Wärtsilä has a global footprint with operations in 70 countries across the world and significant financial scale, which will allow it to expand the geographic and customer reach of Hamworthy’s products. Wärtsilä’s extensive services network will support Hamworthy in its after sales activities.

Björn Rosengren, CEO, Wärtsilä Corporation, commenting on the acquisition, said:
“We believe strongly in marine gas markets and the opportunities in the rapidly evolving environmental markets. Combining our resources with Hamworthy, we will be able to offer customers a broader portfolio of economically efficient, reliable and environmentally sustainable products and systems. We recognise the success achieved to date by Hamworthy and we are confident that our global presence, scale and resources will enable Hamworthy to accelerate its growth and exploit its full potential, particularly in the early stage environmentally sustainable technologies. We look forward to working with the management and employees of Hamworthy to combine our expertise and experience for the benefit of our customers around the globe as well as for the benefit of our shareholders.”

Gordon Page, Non-Executive Chairman, Hamworthy plc, commenting on the Acquisition said:
“The Board believes this is an attractive offer for Hamworthy shareholders, reflecting the strengths of Hamworthy’s global positions and its growth prospects. Hamworthy is an innovative, global engineering company, providing high technology products, systems and services to the marine and oil and gas sectors. The combination with Wärtsilä represents a strategic transaction, and Wärtsilä has committed to providing continued stability and opportunity for our employees within the Wärtsilä Group and the continued development of Hamworthy’s extensive product and service offering for Hamworthy’s customers.

I would like to thank all the Hamworthy Directors and employees for their contribution to the success of the company, which I am confident will continue under Wärtsilä's ownership."

This announcement is made in addition to the official transaction announcement under UK law.
The Rule 2.7 announcement can be found on the Investor pages on www.wartsila.com.

Information about Hamworthy

Hamworthy is a global provider of specialist equipment and services to the marine, oil & gas and industrial sectors. Hamworthy employs around 1,150 people worldwide. Headquartered in Poole (UK), Hamworthy has design, manufacture and sale of equipment facilities in the UK, Norway, Denmark, Germany, Singapore, and a modern assembly plant in China.

In its most recent financial year, ended 31 March 2011, Hamworthy achieved revenue of GBP 181.6 million (2010: GBP 214.3 million) and underlying operating profit of GBP 13.8 million (2010: GBP 19.7 million). More information can be found at www.hamworthy.com.

ANALYST AND PRESS CONFERENCE

An analyst and press conference will be held on 22 November 2011, at 11 a.m. Finnish time (9 a.m. UK time), at the Hilton Helsinki Strand, Ballroom, address John Stenbergin ranta 4, Helsinki, Finland. The combined web- and teleconference will be held in English and can be viewed on the internet at the following address: http://storm.zoomvisionmamato.com/player/wartsila/objects/cbk42zqx/

To participate in the teleconference please register at the following address:
https://global.conferenceplus.com/confcenter/PinCode/Pin_Code.aspx?100103&o=DCnYBWxYWqNaak
You will receive dial-in details by e-mail once you have registered. If you want to ask questions during the teleconference, press the *-button followed by the 1-button on your phone to register for a question and the # -button to withdraw a question. The event name is: Wärtsilä Press Conference. Please be ready to state your details and the name of the conference to the operator. If problems occur, please press the *-button followed by the 0-button.
An on-demand version of the webcast will be available on the company website later the same day.

For further information, please contact:

Jaakko Eskola
Group Vice President, Ship Power
Wärtsilä Corporation
Tel: +358 10 709 5599
jaakko.eskola@wartsila.com

Atte Palomäki
Group Vice President, Communications & Branding
Wärtsilä Corporation
Tel: +358 10 709 5599
atte.palomaki@wartsila.com

For investor information, please contact:

Pauliina Tennilä
Director, Investor Relations
Wärtsilä Corporation
Tel: +358 10 709 5445
pauliina.tennila@wartsila.com

Wärtsilä in brief
Wärtsilä is a global leader in complete lifecycle power solutions for the marine and energy markets. By emphasising technological innovation and total efficiency, Wärtsilä maximises the environmental and economic performance of the vessels and power plants of its customers. In 2010, Wärtsilä’s net sales totalled EUR 4.6 billion with more than 17,500 employees. The company has operations in 160 locations in 70 countries around the world. Wärtsilä is listed on the NASDAQ OMX Helsinki, Finland. www.wartsila.com