In the deal, Motion will buy all of the issued and outstanding common shares for a 44% premium over the closing price
EDMONTON—Motion Industries (Canada), Inc. an indirect wholly-owned subsidiary of Motion Industries, Inc., has agreed to acquire Edmonton-based industrial distributor Commercial Solutions Inc..
In the deal, Motion will buy all of the issued and outstanding common shares for C$1.07 per share, a 44% premium over the closing price.
With 21.44 million shares listed as of November 26, the deal stands at $22.94 million.
Commercial’s board of directors unanimously approved the transaction and unanimously recommends shareholders vote in favour of it.
All members of the Commercial Board and Commercial’s senior management, who collectively own approximately 15.8 per cent of Commercial, have separately agreed to vote their common shares in favour of the deal.
“This transaction brings our shareholders significant value and is an opportunity for our organization to integrate with a North American leader to provide a strong platform for enhanced client service and expanded opportunities for our employees,” said Jim Barker, Commercial’s president and CEO.
“The acquisition of Commercial better positions Motion Industries for continued growth in the Canadian marketplace,” said Bill Stevens, Chairman and CEO of Motion Industries.
Completion of the proposed transaction is subject to customary closing conditions and requires a 66.66 per cent approval of the shareholders.
Headquartered in Edmonton, Commercial is one of Canada’s leading independent industrial distributors with 23 Services Centres and approximately 275 employees located across Canada. The Company represents 450 manufacturers and serves 11,000 customer accounts across oil and gas, forestry, food processing, chemical processing, mining and aggregate, utilities, agriculture and construction.
Motion Canada is an indirect wholly-owned subsidiary of Motion Industries and Genuine Parts Co. Motion Industries is an industrial parts distributor of bearings, mechanical power transmission, electrical and industrial automation, hydraulic and industrial hoes, hydraulic and pneumatic components, industrial products, safety products and material handling. Motion Industries has over 550 operations including 14 distribution centers throughout North America and serves more than 150,000 customers from the food and beverage, pulp and paper, iron and steel, chemical, mining and aggregate, petrochemical, automotive, wood and lumber and pharmaceutical industries. Motion Industries, including its operations in the U.S., Canada and Mexico, had 2012 revenues of $4.5 billion.
Genuine Parts Co. is a distributor of automotive replacement parts in the U.S., Canada, Mexico and Australasia. The company also distributes industrial replacement parts in the U.S., Canada and Mexico through its Motion Industries subsidiary. Genuine posted 2012 revenues of $13 billion.