Attached files
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EX-2.1 - EX-2.1 - PMFG, Inc. | d85552exv2w1.htm |
EX-99.1 - EX-99.1 - PMFG, Inc. | d85552exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 8, 2011
PMFG, INC.
(Exact Name Of Registrant As Specified In Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
001-34156 (Commission File Number) |
51-0661574 (IRS Employer Identification No.) |
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(Address of Principal Executive Offices) (Zip Code)
Dallas, Texas 75254
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (214) 357-6181
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. Entry into a Material Definitive Purchase Agreement.
On November 4, 2011 (the Execution Date), Peerless Europe Limited (PEL), a company organized
under the laws of the United Kingdom and a wholly-owned subsidiary of PMFG, Inc., a Delaware
corporation (PMFG), entered into a Share Purchase Agreement (the Purchase Agreement) with
Rainer Diekmann, a resident of Germany (Seller). Pursuant to the Purchase Agreement and
effective as of the Execution Date, PEL purchased from Seller all of the registered share capital
of Burgess Manning GmbH, a limited liability company organized under the laws of Germany (the
Company). The Company, based in Dusseldorf, Germany, will operate as a direct wholly-owned
subsidiary of PEL.
The Company is engaged in the development, production, installation and sale of acoustic, vent and
blowdown silencers as well as vibration absorbers, separators, sound absorbers, air-intake filters,
filter separators, compressors, pumps and heat collectors for application in machinery, equipment,
tools and instruments. Substantially all of the assets, employees and liabilities of the Company
remained with the Company after the share purchase.
The purchase price paid to Seller for the Company was EUR 4,000,000 (approximately US $5,500,000
based on exchange rates on the Execution Date), of which EUR 3,000,000 was paid to Seller on the
Execution Date and the remaining EUR 1,000,000 will be due and payable to Seller in one installment
on the first annual anniversary of the Execution Date, without interest. To secure the payment of
such deferred purchase price, PEL submitted to Seller an irrevocable guarantee on first demand
issued by HSBC Bank plc, London. The EUR 3,000,000 paid by PEL on the Execution Date was funded
with cash on hand.
After the Execution Date, the purchase price will be increased by the amount, if any, by which
retained profits (accumulated earnings less declared dividends) of the Company for its fiscal year
ended September 30, 2011 exceed EUR 2,000,000 (approximately US $2,750,000 based on exchange rates
on the Execution Date). The retained profits will be determined from the audited 2011 fiscal
year-end financial statements of the Company prepared applying German generally accepted accounting
principles consistently applied in accordance with the Companys past practices. Any increase in
the purchase price will be paid within 30 days of the Companys 2011 fiscal year end financial
statements becoming final.
In connection with the Purchase Agreement, Sellers employment and position as managing director of
the Company terminated, and Seller and the Company entered into a consulting agreement, pursuant to
which Seller will provide consulting services to the Company for two years in exchange for annual
compensation of EUR 66,000 (approximately US $91,000 based on exchange rates on the Execution
Date). Seller further agreed to waive any and all claims he may have against the Company,
including any claims for compensation or bonuses. In addition, for a period of three years Seller
will be bound by non-competition and non-solicitation covenants which provide that Seller will not
directly or indirectly (a) invest, engage or participate in any activities which compete with the
Company or its business; (b) employ or otherwise engage any employee of the Company; or (c) induce
any customer, supplier or business partner to cease doing business with the Company.
Previously, the Company and Burgess Manning , Inc., a wholly-owned indirect subsidiary of PMFG,
were parties to a Manufacturing License and Technical Agreement, dated October 1, 2006, pursuant to
which the Company had a five year exclusive license for a specified territory that included
Germany, Austria, Russia, Spain and a number of other European countries as well as Libya. The
manufacturing license expired by its terms on October 1, 2011.
The Purchase Agreement contains representations, warranties, covenants and indemnities considered
customary for transactions of this nature. The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the Purchase
Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
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The Purchase Agreement has been included as an exhibit to this Current Report on Form 8-K to
provide you with information regarding its terms. The Purchase Agreement contains representations
and warranties that the parties thereto made as of specific dates. The assertions embodied in the
representations and warranties in the Purchase Agreement were made solely for purposes of the
Purchase Agreement and the transactions and agreements contemplated thereby among the respective
parties, and each may be subject to important qualifications and limitations agreed to by the
parties in connection with negotiating the terms thereof. Moreover, some of those representations
and warranties may not be accurate or complete as of any specified date, may be subject to a
contractual standard of materiality different from those generally applicable to stockholders or
may have been used for the purpose of allocating risk among the parties rather than establishing
matters as facts.
Item 2.01. Completion of Acquisition or Disposition of Assets
On November 4, 2011, PELs acquisition of all the registered share capital of the Company for a
purchase price of EUR 4,000,000 (approximately US $5,500,000 based on exchange rates on the
Execution Date) was effective. Substantially all of the assets, employees and liabilities of the
Company remained with the Company after the share purchase. The Company, based in Dusseldorf,
Germany, will operate as a direct wholly-owned subsidiary of PEL.
The information required to be reported under this Item 2.01 is incorporated by reference to Item
1.01 set forth above.
Item 7.01. Regulation FD Disclosure.
On November 8, 2011, PMFG issued a press release announcing the acquisition of the Company pursuant
to the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
The information contained in, or incorporated into, this Item 7.01, including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference into any registration
statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
PMFG intends to file the financial statements required by this Item 9.01(a), if any, by an
amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that
this Current Report on Form 8-K with respect to the consummation of the acquisition reported under
Item 2.01 is required to be filed.
(b) Pro Forma Financial Information
PMFG intends to file the pro forma financial information required by this Item 9.01(b), if any, by
an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that
this Current Report on Form 8-K with respect to the consummation of the acquisition reported under
Item 2.01 is required to be filed.
(d) Exhibits
Exhibit No. | Description | |
2.1
|
Share Purchase Agreement between Rainer Diekmann and Peerless Europe Limited, dated as of November 4, 2011 * | |
99.1
|
Press Release issued by PMFG, Inc. on November 8, 2011 | |
* | Specified exhibits and schedules to the Share Purchase Agreement are not filed. PMFG will furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PMFG, INC. |
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By: | /s/ Melissa G. Beare | |||
Melissa G. Beare | ||||
Vice President, General Counsel and Corporate Secretary |
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Date: November 8, 2011
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Share Purchase Agreement between Rainer Diekmann and Peerless Europe Limited, dated as of November 4, 2011 * | |
99.1
|
Press Release issued by PMFG, Inc. on November 8, 2011 |
* | Specified exhibits and schedules to the Share Purchase Agreement are not filed. PMFG will furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. |