Pinafore closes in on Tomkins acquisition

ERJ staff report (R&PN)

London-With the biggest hurdle out of the way, Pinafore Acquisitions Ltd. now needs approval from governmental agencies to complete its purchase of Tomkins P.L.C.

That doesn't mean Pinafore won't face any difficulties in its bid to buy the giant manufacturer of belts, hose and other products for an estimated $4.5 billion in cash, a Pinafore spokesman said, but there's far less chance anything major will arise. He noted that governmental agencies are simultaneously reviewing the proposed transaction.

A Tomkins spokeswoman said the companies anticipate they'll receive agency approval and the transaction should be completed Sept. 24.

More than 90 percent of Tom-kins' shareholders approved the purchase by Pinafore at a general meeting held Aug. 31.

At least one stockholder-Standard Life of Edinburgh, England-had threatened to fight it. But it failed to gather the support it needed to stop the deal.

London-based Tomkins' board of directors and company Chairman Da-vid Newlands unanimously recommended on July 7 that stakeholders support the transaction with the Canadian consortium.

That was the only sizable stumbling block Pinafore and Tomkins officials faced, the Pinafore spokesman said.

The Pinafore consortium is made up of Canada Pension Life Investment Board Ltd. and Toronto-headquartered Onex Corp., a manufacturer of a variety of products for the automotive industry.

Tomkins is the parent of Gates Corp., a major hose and belting manufacturer headquartered in Denver; Trico Products, a producer of wiper blades, wiper systems and electronics headquartered in Rochester Hills, Mich.; Schrader Electronics, a maker of automotive parts based in Antrim, Northern Ireland; and several other companies.

The firm ranked as the seventh-largest non-tyre rubber product maker worldwide with rubber product sales last year of $2.35 billion, according to Rubber & Plastics News' data.

While Tomkins conducted takeover talks with Pinafore, it has been reshaping its portfolio.

During the first half of 2010, the firm completed two acquisitions-Koch Filter Corp. in February and TransHose Corp. in April. The purchases were for about $40 million, and aimed at expanding the company's product base.

TransHose is a small hydraulic hose supplier for the Australian oil, gas and mining industries. It has helped the company's Fluid Power division expand the unit's geographic coverage capabilities, the company said.

Koch Filter, a manufacturer of air filters for the non-residential filtration replacement market in the US, and was bought to help build the filtration capabilities and green offerings for the firm's Air Distribution segment.

It is the first business within the Building Products division that sells predominantly replacement products.

In addition, in early 2010 Tomkins began manufacturing products at its new factory in Changzhou, China. It then opened service centers in the US, China and Turkey, enabling the company to expand its service capabilities.

The company's Power Transmission division also completed construction of a new facility in Izmir, Turkey, earlier this year. It plans to transfer production from its plant in Germany, which is slated to close at the end of the year, to Turkey.

From Rubber & Plastics News (A Crain publication)