Completion of regulatory clearances marks a key step in agreed combination process announced by both companies. The business combination of The Crosby group and Kito corporation will be to create a global provider of comprehensive lifting solutions.
The Crosby group, a leading provider of lifting and rigging solutions, and Kito corporation, a leading manufacturer of material handling equipment with 90 years of experience in the development and production of hoists and cranes, today announced that they have secured all regulatory clearances for their business combination and that the Crosby group will commence a cash tender offer to acquire all outstanding shares of Kito corporation for JPY 2,725 per share on September 26.
The cash tender offer price represents a premium of 64.3 per cent compared to Kito corporation’s undisturbed closing share price on May 13, the last trading day before the transaction was originally announced.
The cash tender offer will commence on September 26 and the transaction is expected to close in Q1 2023, following the settlement of the cash tender offer and the completion of the squeeze out period.
The proposed combination will bring together the complementary capabilities, geographic footprints, and product portfolios of two industry-leading companies to better serve customers, team members, and communities. Well positioned to accelerate growth through investments in its products, people, and facilities, the combined company will bring customers a broader portfolio of products, globally, and provide increased levels of service, support, and training.
Robert Desel, CEO of The Crosby Group, said, “the receipt of regulatory clearances and commencement of the cash tender offer are key milestones as we work toward the completion of our business combination with Kito corporation and thus the creation of a global provider of comprehensive lifting solutions.
“Pairing our highly complementary product portfolios gives our global customer base access to a broad range of lifting and material handling solutions from one trusted source, together we will create compelling value for our stakeholders globally. Kito corporation shares our core values of safety, reliability, and innovation, and we look forward to completing this process.”
Yoshio Kito, the CEO of Kito corporation said, “We are pleased to have received the necessary regulatory clearances. We believe this combination creates excellent value for all stakeholders, and we are excited to build upon a combined business to better serve our customers, team members, and communities. This combination will allow us to grow as a global business and provide our customers with expanded, best-in-class product offerings, with the same dedication and support to which they are accustomed.”
SMBC Nikko serves as the tender offer agent as well as lead financial advisor, Mizuho Securities USA LLC acted as financial advisor, and Kirkland & Ellis LLP and Mori Hamada & Matsumoto acted as legal advisors for The Crosby Group. Debt financing is being provided by UBS Investment Bank, KKR Capital Markets, Sumitomo Mitsui Banking Corporation, Mizuho Bank, and ING Capital. Nomura acted as financial advisor and Nishimura & Asahi acted as legal advisor for KITO CORPORATION.