The Crosby Group, a global provider in lifting and rigging, and KITO CORPORATION, a material handling manufacturer with 90 years of experience in the development and production of hoists and cranes, have announced that they have entered into a definitive agreement to combine both businesses. The business combination will be effected through a cash tender offer by The Crosby Group to acquire all of the outstanding shares of KITO CORPORATION for JPY 2,725 per share, which represents a premium of 64.3% compared to KITO CORPORATION’s undisturbed closing price on May 13, and a 61.0% premium to KITO CORPORATION’s three-month simple average closing price. The tender offer is expected to be completed in the second half of this year, subject to customary closing conditions including regulatory clearances from relevant authorities. Until close, The Crosby Group and KITO CORPORATION will continue to operate as separate, independent companies. KITO CORPORATION also issued a press release statement of support for the planned transaction.
The combined company will be better resourced, and ultimately better positioned to serve customers, team members, and communities globally through additional investment in products, people, and facilities. The combination will further foster innovation and enable customers to benefit from a broader portfolio of products across a global landscape as well as increased levels of service, support, and training. Additionally, the parties’ geographically complementary operations have the potential to accelerate growth through an expanded and diversified geographic footprint.
Robert Desel, CEO of The Crosby Group, said: “This is an extraordinary opportunity to bring together two companies with differentiated, industry-leading capabilities, to create exceptional value for all stakeholders: team members, channel partners, end-users, and communities. We have long respected KITO CORPORATION as they exemplify our core values of safety, reliability, and innovation and are thrilled to combine with them to provide best-in-class products, solutions, and services for customers worldwide.”
“The strategic wisdom and industrial logic of this combination are compelling. It will pair the highly complementary product portfolios of The Crosby Group and KITO CORPORATION and allow customers access to a broad selection of lifting and material handling solutions from one trusted manufacturer. Together, the companies will be able to accelerate innovation through increased investment in new product development and enable end-users to achieve higher levels of efficiency and safety through a better technical, application, and training support from a combined business.”
Yoshio Kito, CEO of KITO CORPORATION said: “We believe this combination delivers tremendous value for all stakeholders. We couldn’t have imagined a better partner and we are confident that this combined business will build upon its great brands to best serve our customers, team members, and communities. We will work together to develop and expand our product offerings, differentiate ourselves based on our customer-first principle, and enhance our presence as a global leader.”
SMBC Nikko served as lead financial advisor and Mizuho Securities USA LLC acted as a financial advisor, and Kirkland & Ellis and Mori Hamada & Matsumoto acted as legal advisors for The Crosby Group. Debt financing is being provided by UBS Investment Bank, KKR Capital Markets, and Sumitomo Mitsui Banking Corporation. Nomura acted as financial advisor and Nishimura & Asahi acted as legal advisor for KITO CORPORATION.
