Press Release (ePRNews.com) - CHICAGO & CHARLOTTE, N.C. - Aug 24, 2020 - MW Industries, a leading provider of highly engineered springs, specialty fasteners, bellows and other precision components, and NN, Inc. (NASDAQ: NNBR), a diversified industrial company, announced today a definitive agreement under which NN, Inc.’s Life Sciences division will be purchased by affiliates of American Securities LLC for the purpose of being combined with MW Industries, one of its portfolio companies.
Under the terms of the transaction, NN, Inc.’s Life Sciences division will be purchased for $825 million, including $755 million (subject to customary adjustments) in cash payable at closing of the transaction and an additional $70 million earnout payable in cash based on the 2022 performance of the Life Sciences division. The transaction is expected to be completed in the fourth quarter of 2020, subject to customary closing conditions. Following the close of the transaction, the Life Sciences division will combine with MW Industries.
The combination with NN, Inc.’s Life Sciences division expands MW Industries’ existing portfolio of businesses in the medical sector with engineered solutions for better patient outcomes and provides an opportunity to leverage Life Sciences’ existing global footprint. The combined company will span the United States, China, Poland and Switzerland and serve a broad and diverse global customer base.
After the transaction closes, Toby Buck will be appointed as President of the MW Industries Life Sciences division. Buck was previously the CEO and Chairman of Paragon, which was acquired by NN, Inc. in 2018, and comprises much of the Life Sciences division. Chris Fillmore, the current Chief Commercial Officer at MW Industries, will become the President of the MW Components division after the acquisition is closed.
NN, Inc.’s Life Sciences division integrates advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture a variety of high-precision components, assemblies, and instruments for the medical and life sciences end market. Life Sciences offers a single-source solution by streamlining the supply chain and managing the entire manufacturing process from product design to final delivery.
“We are thrilled to welcome our new Life Sciences colleagues to MW Industries. At a time when businesses in the medical sector are under more pressure than ever, we can offer an unbeatable combination of speed, quality, and supply chain resilience. It means our customers can focus on the urgent business of improving people’s lives, safe in the knowledge that they have the components they need, precisely when and where they need them,” said Simon Newman, CEO of MW Industries. “We are also excited for our plans to have Toby return to lead this business. He is a veteran executive and board member with over 35 years of sustained success across the medical device manufacturing, electronics, assembly, machining and fabrication industries. He will be a valuable new member of our team and we look forward to building this business together.”
NN’s Life Sciences division has grown into a broad, diversified platform with strong potential for long-term value creation and success as part of MW Industries’ portfolio, which includes medical sector specialists such as LaVezzi Precision, Marox and Economy Spring. Combining the existing and complementary medical production capabilities of MW Industries with Life Sciences’ technology, engineered solutions and footprint will position the company to deliver an even broader range of high-precision components for surgical instrumentation, assemblies, and finished medical devices to meet the diverse needs of a growing, global customer base.
Evercore Inc. acted as lead financial adviser to MW Industries, and Weil, Gotshal & Manges LLP acted as legal adviser. KeyBanc Capital Markets also acted as a financial adviser to MW Industries. J.P. Morgan acted as financial adviser to NN, Inc., and Simpson Thacher & Bartlett LLP acted as legal adviser.
About MW Industries
MW Industries, Inc. is the world’s leading manufacturer of highly engineered industrial springs, fasteners, bellows, and related metal components. With manufacturing locations throughout the United States, MW Industries designs and creates products for a variety of industries, including medical, aerospace, energy, and automotive. Our products can be encountered in many everyday applications, such as driving a car, flying in a plane, using electronics, or shopping at a grocery store. Through decades of growth, innovation, and dedication, MW Industries has proven to be a world-class supplier of custom springs, fasteners, and precision metal components.
About NN, Inc.
NN, Inc., a diversified industrial company, combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. Headquartered in Charlotte, North Carolina, NN has 48 facilities in North America, Europe, South America, and China.
Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements, are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of NN, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “assumptions”, “target”, “guidance”, “outlook”, “plans”, “projection”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “potential” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology. Factors which could materially affect actual results include, but are not limited to: general economic conditions and economic conditions in the industrial sector, the impacts of the coronavirus (COVID-19) pandemic on the Company’s financial condition, business operations and liquidity, inventory levels, regulatory compliance costs and the Company’s ability to manage these costs, start-up costs for new operations, debt reduction, competitive influences, risks that current customers will commence or increase captive production, risks of capacity underutilization, quality issues, availability and price of raw materials, currency and other risks associated with international trade, the Company’s dependence on certain major customers, and the successful implementation of the global growth plan including development of new products. Similarly, statements made herein and elsewhere regarding pending and completed transactions are also forward-looking statements, including statements relating to the future performance and prospects of an acquired business, the expected benefits of an acquisition on the Company’s future business and operations and the ability of the Company to successfully integrate recently acquired businesses.
For additional information concerning such risk factors and cautionary statements, please see the section titled “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and when filed, the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2020. Except as required by law, we undertake no obligation to update or revise any forward-looking statements we make in our press releases, whether as a result of new information, future events or otherwise.
Nina Snelling (for MW Industries, Inc.)
MW Industries, Inc.
Eliza Ruggiero (for NN, Inc.)
MW Industries, Inc.