Colfax To Buy Victor Technologies From Irving Place Capital For $947.3 Mln

(RTTNews) - Colfax Corp. (CFX), a maker of gas-and fluid-handling and fabrication technology products, said Wednesday that it has agreed to acquire Victor Technologies Holdings Inc. from private equity firm Irving Place Capital for $947.3 million, including the assumption of debt. Colfax noted that the acquisition of Victor Technologies will complement its fabrication technology platform.

Victor is a maker of metal cutting, gas control and specialty welding solutions. The company, whose brands include Victor, Tweco, Cigweld and Stoody, reported net sales of about $500 million and adjusted EBITDA of about $100 million to $102 million in 2013, pro forma for the acquisition of Gas-Arc Group Ltd.

According to Fulton, Maryland-based Colfax, the acquisition of Victor Technologies will complement the geographic footprint of its ESAB business as well as expand its product portfolio into new segments and applications. ESAB is a maker of welding consumables, welding and cutting equipment, and associated automation.

Steve Simms, President and Chief Executive Officer of Colfax said, "ESAB is a great business, with attractive fundamentals, a leading brand built over 110 years, and a strong management team. Victor provides an excellent strategic fit, extending our reach, as well as expanding and improving the breadth of our offering."

Irving Place Capital or IPC is a middle-market private equity firm that invests in buyouts, recapitalizations, and growth capital opportunities. Since its formation in 1997, IPC has been an investor in more than 60 companies and raised over $4 billion of equity capital, including its current $2.7 billion institutional fund.

In a separate statement, IPC said it acquired Victor Technologies, which was previously named Thermadyne Holdings Corp., in a take-private transaction in December 2010.

In July 2012, Victor acquired Robotronic Oy, the parent company of ProMotion Controls, Inc., a maker of advanced controls used in plasma cutting. In October 2013, Victor acquired Gas-Arc Group, Ltd., a maker of gas control equipment in the United Kingdom.

Concurrent with Colfax's agreement to acquire Victor, BDT Capital Partners LLC has voluntarily converted all of its preferred shares to common stock. The conversion to common stock occurred under the existing conversion rate with 12.2 million common shares issued in the exchange. Colfax said it will pay an amount equal to the dividends that would have been due through January 24, 2015, resulting in a cash outlay of $23.4 million.

Chicago-based BDT Capital is a merchant bank structured to provide advice and capital that address the unique needs of closely held businesses. The company has a $3 billion investment fund.

Colfax expects the acquisition of Victor to be immediately accretive to its adjusted earnings per share and free cash flow, excluding the first year's fair value adjustment amortization expense and transaction expenses.

CFX closed Wednesday's regular trading session at $65.02, up $1.02 or 1.59 percent on a volume of 453,765 shares.