H.B. Fuller to Acquire Assets of Roanoke Companies Group
H.B. Fuller Company and Roanoke Companies Group, Inc. jointly announced that they have entered into an asset purchase agreement under which a subsidiary of H.B. Fuller will acquire substantially all the assets of Roanoke and assume certain operating liabilities.
Roanoke will become part of H.B. Fuller's Specialty Construction Brands, Inc. (SCB) business unit within the Full-Valu / Specialty Group.
Total purchase price consideration is expected to be $270 million, subject to adjustment for closing date working capital. Conditional upon certain profitability thresholds being exceeded, additional cash consideration of up to $15 million may be paid out over a two-year period to certain continuing members of Roanoke's senior management team.
H.B. Fuller intends to fund the transaction with approximately $75 million in existing US cash and the balance in new debt. The company plans to expand the commitment level of its recently established syndicated revolving credit facility to $250 million, by exercising the imbedded accordion feature, and utilize this facility to provide the initial debt financing.
This transaction, expected to close during the second quarter of H.B. Fuller's fiscal year 2006, is subject to customary closing conditions, regulatory approvals, and the satisfactory finalization of due diligence.
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