Financial Times FT.com

ITW in agreed counterbid for Enodis

By Stanley Pignal and Gordon Smith

Published: May 8 2008 22:46 | Last updated: May 8 2008 22:46

Illinois Tool Works launched a counterbid for Enodis on Thursday, disrupting what had appeared to be a done deal with Manitowoc, its US rival.

The catering equipment maker recommended an offer of 282p a share from ITW, including 2p in lieu of dividend – 12p higher than the amount it advised its shareholders to accept two weeks ago. The offer values Enodis at about £1bn, more than double its market capitalisation on April 8, the day before it first came under offer from Manitowoc.

Enodis is the latest engineer to be involved in transatlantic takeover talks, with Expro, the oil and gas technology specialist, likely to be bought by Halliburton, and First Technology, the testing specialist, sold to Honeywell in 2006.

David Speer, chairman and chief executive of ITW, said: “It’s a full price, which we’re offering because it will help us compete in the global food equipment market.”

Manitowoc said it was considering its position, with some analysts not excluding the original bidder to come back, or another company to join the fray.

“It would be most unusual for a first offer to be pitched at the upper limit of what an offeror is ultimately willing to pay,” said Mike Blogg of Arbuthnot Securities. “Like many British engineering companies, this is a focused company with international market leadership, which is something people pay for.”

Enodis shares closed up 44¾p to 288¼p, an 18 per cent jump and well above ITW’s offer price. ITW was up slightly in midday trading in New York. Manitowoc was up 4 per cent.

Enodis has long been seen as a takeover target as it has expanded its US operations. Middleby, another US engineering group, was the first to table an offer in May 2006, which was rejected at £800m.

It has also been seen as a potential target for other groups including UTC of the US and Sweden’s Electrolux. Aga, the maker of exclusive range fires, also proposed a cash-and-share offer before selling its industrial equipment division.

ITW management said it did not expect to run into regulatory issues, unlike Manitowoc whose original proposal to Enodis floundered over concerns anti-trust regulators would force it to divest assets.

The ease of the deal was mentioned by Peter Brooks, Enodis chairman, who said the board had given its unanimous support to ITW’s approach. “This higher offer underlines the regard that Enodis has built in the global food service industry.”

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