Thor to Acquire Erwin Hymer Group and Establish Leadership Position
in Growing European Market
Hymer family chooses Thor to continue Erwin Hymer’s vision of
continuing unique leisure experiences
ELKHART, Ind. & BAD WALDSEE, Germany--(BUSINESS WIRE)--
Thor Industries, Inc. (“Thor”, NYSE:THO) and the shareholders of Erwin
Hymer Group SE (Erwin Hymer Group or EHG) today announced that they have
entered into a definitive agreement for Thor to acquire Erwin Hymer
Group, a privately held international company, for an enterprise value
of approximately €2.1 billion, with the purchase price to be funded with
cash and equity. Equity consideration will consist of approximately 2.3
million shares of Thor. The Hymer family will thereby remain engaged in
the industry. The combination creates the world’s largest RV
manufacturer, with the leading position in both North America and
Europe, and establishes a global sales and production footprint for the
Company.
Thor expects the transaction to be accretive to earnings in the first
year, before taking into account anticipated synergies, purchase
accounting adjustments and transaction-related expenses. Subsequent to
closing, Thor intends to repurchase shares both opportunistically and
systematically in order to offset the issuance of shares to the Hymer
family.
Headquartered in Bad Waldsee, Germany, Erwin Hymer Group (EHG) is one of
the premier manufacturers of recreational vehicles in a growing European
market, with an impressive lineup of industry leading vehicle brands, a
strong reputation for investing in product innovation and a dedication
to providing exceptional customer value. EHG sells through a worldwide
network of more than 1,200 retail dealerships and employs more than
7,300 dedicated team members globally. EHG’s product portfolio spans all
major RV categories and price points, from lightweight travel trailers
to high-end motorhomes. For the fiscal year ended August 31, 2018, the
Erwin Hymer Group expects to generate revenues of over €2.5 billion
(approximately $2.9 billion at current exchange rate).
“The Erwin Hymer Group has an unparalleled history and reputation as
well as a talented management team that is focused on building on that
tradition and charting new, attractive growth opportunities for the
Company,” said Bob Martin, Thor President and CEO. “This transaction
provides Thor a unique opportunity to grow with the European RV market
leader. The transaction gives us access to a new market with favorable
macro and secular trends affecting RV demand similar to those we have
seen in North America. In addition, we see numerous areas for near-term
and long-term synergies between the Erwin Hymer Group and our existing
subsidiaries and are eager to begin working with the entire Erwin Hymer
Group,” added Bob Martin.
Christian Hymer, son of the late founder, Erwin Hymer and member of the
EHG Supervisory Board said, "With Thor Industries, our family has found
the ideal new owner partner for the Erwin Hymer Group to successfully
continue on its long-term growth and internationalisation path. Thor
Industries and the Erwin Hymer Group are cut from the same cloth and, in
their philosophy, still bear the stamp of their founders. An
entrepreneurial mindset, a spirit of innovation and quality leadership
are top priorities for both groups. Through these shared cultural
features and their complementary activities, the two groups will achieve
even faster growth together.”
Martin Brandt, the CEO of the Erwin Hymer Group, said: "We're looking
forward to opening the next chapter of our company's history with Thor
Industries, and are convinced that we will mutually benefit from each
other. With Thor Industries, the Erwin Hymer Group will be able to speed
up the development of its relatively new activities in the attractive
North American market.”
Thor’s Mr. Martin continued, “This acquisition is well aligned with
Thor’s long-standing capital allocation strategy. Our focus has been,
and continues to be, on delivering value to shareholders by investing
opportunistically in accretive growth opportunities with companies that
have a strong marketplace position, successful operations, and growth
oriented management teams.”
Martin Brandt will continue to lead the Erwin Hymer Group business
post-closing as its Chief Executive Officer, reporting directly to
Thor’s Chief Executive Officer, Bob Martin. No changes in production
facilities or employee levels are anticipated within EHG or Thor as a
direct result of this transaction. The transaction has been approved by
Thor’s board of directors and is expected to close near the end of the
calendar year, subject to customary closing conditions, including
regulatory and other necessary approvals.
Advisors
Advisors assisting Thor included: J.P. Morgan serving as lead financial
advisor, Barclays serving as an M&A advisor, Baker McKenzie LLP acting
as legal counsel and Ernst and Young providing transaction advisory
services. J.P. Morgan and Barclays Capital are also providing Thor with
fully committed financing. Macquarie Capital is serving as financial
advisor to Erwin Hymer Group and Hengeler Mueller is acting as legal
counsel.
Conference Call Information
The Company will hold a conference call about the transaction at 9 a.m.
ET, September 18, 2018 hosted by Bob Martin, President and Chief
Executive Officer, and Colleen Zuhl, Senior Vice President and Chief
Financial Officer. Security analysts and investors wishing to
participate via telephone should call (877) 682-9330, and reference
conference ID 8674138# to be connected. Callers outside of North America
should call (647) 689-5428. Those wishing to listen via the internet, go
to https://ir.thorindustries.com/.These
numbers can be accessed 15 minutes before the call begins, as well as
during the call. The webcast replay will also be available at https://ir.thorindustries.com/.
Forward-Looking Statements
This press release contains forward-looking information related to Thor
Industries, Inc., and the acquisition of the Erwin Hymer Group (EHG),
that is based on current expectations and involves substantial risks and
uncertainties that could cause actual results, performance, events, or
transactions to differ materially from those expressed or implied by
such statements. Forward-looking statements include, among other things,
statements about Thor’s plans, objectives, expectations and intentions;
the anticipated timing of the closing of the acquisition; the potential
benefits of the proposed acquisition, and the anticipated operating
synergies; the satisfaction of the conditions to closing the acquisition
(including obtaining necessary regulatory approvals) in the anticipated
timeframe or at all; the integration of the business, the impact of
exchange rate fluctuations and unknown or understated liabilities
related to the acquisition and Erwin Hymer Group’s business. Other
business risks include raw material and commodity price fluctuations;
raw material, commodity or chassis supply restrictions; the level of
warranty claims incurred; legislative, regulatory and tax law and/or
policy developments including their potential impact on our dealers and
their retail customers or on our suppliers; the costs of compliance with
governmental regulation, legal and compliance issues including those
that may arise in conjunction with recent transactions; lower consumer
confidence and the level of discretionary consumer spending; interest
rate fluctuations; the potential impact of interest rate fluctuations on
the general economy and specifically on our dealers and consumers;
restrictive lending practices; management changes; the success of new
and existing products and services; consumer preferences; the ability to
efficiently utilize production facilities; the pace of acquisitions and
the successful closing, integration and financial impact thereof; the
potential loss of existing customers of acquisitions; our ability to
retain key management personnel of acquired companies; a shortage of
necessary personnel for production; the loss or reduction of sales to
key dealers; disruption of the delivery of units to dealers; asset
impairment charges; cost structure changes; competition; the impact of
potential losses under repurchase agreements; the potential impact of
the strength of the U.S. dollar on international demand; general
economic, market and political conditions; and changes to investment and
capital allocation strategies or other facets of our strategic plan. In
addition, actual results, performance, events and transactions, are
subject to other risks and uncertainties that relate more broadly to
Thor’s overall business, including those more fully described in Thor’s
filings with the U.S. Securities and Exchange Commission (“SEC”)
(including, but not limited to, the factors discussed in Item 1A. Risk
Factors of Thor’s most recent annual report on Form 10-K and quarterly
reports on Form 10-Q). In light of these risks, uncertainties, and other
factors, you are cautioned not to place undue reliance on the
forward-looking information. Thor, except as required by law, undertakes
no obligation to update or revise the forward-looking statements,
whether as a result of new developments or otherwise.
About Thor Industries, Inc.
Thor is the sole owner of operating subsidiaries that, combined,
represent the world’s largest manufacturer of recreational vehicles. For
more information on the Company and its products, please go to www.thorindustries.com.
About Erwin Hymer Group
Erwin Hymer Group is a leading European manufacturer of recreational
vehicles. Headquartered in Bad Waldsee, in the state of
Baden-Württemberg,Germany, Erwin Hymer Group produces vehicles
under 24 brand names and is a recognized leader in vehicle innovation
and design. For more information see www.erwinhymergroup.com.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180918005521/en/
Thor Industries
Investors:
Mark Trinske
Investor Relations
(574) 970-7912
mtrinske@thorindustries.com
or
Erwin
Hymer Group
Media:
Erwin
Hymer Group
Stefan von Terzi
Head of Marketing Communications
+49
(0) 160 94959289
stefan.vonterzi@erwinhymergroup.com
or
FTI
Consulting
Carolin Amann
+49 (0) 175 2993048
carolin.amann@fticonsulting.com
Source: Thor Industries, Inc.