Pentair Commercial Ice LLC entered into a definitive agreement to acquire Manitowoc Foodservice, Manitowoc Fsg, WELBILT China Food, Manitowoc FSG U.S. Holding and Certain Assets from Welbilt, Inc. and Manitowoc Ice, Inc. for approximately $1.6 billion.
The transaction is subject to customary closing conditions, including necessary regulatory approvals and the substantially concurrent closing of the previously announced Agreement and Plan of Merger pursuant to which Welbilt has agreed to merge with a subsidiary of Ali Holding S.r.l. The transaction is expected to close in the first half of 2022. As of March 4, 2022, the transaction is expected to close in the second quarter of 2022. The transaction is expected to be approximately $0.25 of adjusted EPS accretion in 2023, and $0.40 in 2025. The expected adjusted EPS accretion in 2022 will be dependent on the timing of closing. As of July 11, 2022, the transaction is approved by U.K. Competition and Markets authority. The closing of the transaction is expected to occur on or around July 28, 2022. J.P. Morgan Securities LLC acted as financial advisor and Faegre Drinker Biddle & Reath LLP acted as legal advisor to Pentair. Goldman Sachs & Co. LLC acted as financial advisor and Becker, Barbara L. and Dolgonos, Boris of Gibson, Dunn & Crutcher LLP and Mark Kelly, Justin Howard, John Baron, Matthew Kent and Valarie Williams of Alston & Bird LLP acted as legal advisors to Welbilt. Mark Botti and Taylor Owings of Baker Botts L.L.P acted as legal advisor to Pentair Commercial Ice LLC.