Flanders filters acquired
Washington-based Flanders Corp. has agreed to be acquired by Insight Equity Holdings LLC in a transaction valued at $192 million, excluding fees and expenses associated with the change.
The transaction is subject to shareholder approval and other customary closing conditions. It is targeted to close in the second quarter of 2012, according to a news release announcing the deal. Flanders is one of the largest manufacturers of air filters, air-handling and containment systems and related products in North America.
“It’s business as usual. The company’s been growing. As you know, we’ve added over 250 jobs here in Beaufort County alone in the last several years,” said John Oakley, president and chief financial officer for Flanders, in an interview Monday.
“We’re going to continue to grow the business. It does not mean any layoffs. It means business as usual. The same management team will be in place. … Basically, we have a different set of investors, and that’s the only change.”
Oakley said Flanders announced in April 2011 it explore “strategic alternatives to shareholder value.”
Oakley is optimistic about Flanders’ future.
“We’ve grown our revenues in the past four years. That’s continuing in 2010. Things are going very well for the company. This was more about getting the company away from being a publicly traded company and dealing with the public markets and getting us to a private structure so we can focus on the business and grow this company,” he said.
Another Flanders official and an Insight Equity official commented on the deal.
“I am very pleased with the accomplishments that our leadership team and employees have made over the last several years creating a strong market presence with leading brands and unwavering customer commitment. This transaction allows all of our shareholders to realize the value created,” said Harry Smith, CEO and chairman of the board of directors of Flanders, in the release.
“We are excited to invest behind this talented management team in pursuit of Flanders’ vision for continued product and service innovations in key markets,” said Brad Buser, an Insight Equity vice president, in the release.
Insight Equity (www.insightequity.com) makes controlling investments in strategically viable, Middle-market, asset intensive companies across a wide range of industries. Insight Equity specializes in partnering with companies in complex and challenging situations, including corporate divestitures, bankruptcies, restructurings and private family ownership, the release notes.
In 2010, Hunton & Williams and its client Insight Equity were hit with a $150 million lawsuit alleging they engaged in illegal activity. The lawsuit was filed by Minerals Development & Supply Company, which accuses the two of “tortious interference of a contract, aiding and abetting the commission of a tort and civil conspiracy.”
Hunton & Williams intentionally interfered with Minerals Development & Supply Company’s exclusive supply agreement for frac sand, and aided and abetted and conspired with Insight Equity and its principals Victor Vescovo and Brandon Bethea in doing the same, the lawsuit contends.
Flanders’ board of directors unanimously approved the transaction and recommends Flanders’ shareholders adopt the agreement.
Under the terms of the agreement, upon consummation of the transaction Flanders’ shareholders will receive $4.40 per share in cash for each share of Flanders’ common stock, representing a premium of 39 percent over the average closing share price of $3.17 during the last 30 days ending March 16, and a 42 percent premium over Flanders’ average closing share price of $3.10 during the last 90 days ending March 16.
Shareholders will be able to obtain free copies of the proxy statement and other documents at the company’s website at www.flanderscorp.com by clicking on the link “Merger Documents” and from the company by contacting John C. Oakley by mail at 531 Flanders Filters Road, Washington, NC 27889, or by telephone at 252-945-8081.