Asko Holding closes acquisition of 97% of the common shares of Buhler Industries Inc

  • Buhler Industries Inc. Buhler Industries and ASKO Holding have announced that Başak Traktör Tarim Ziraat Ve Iş Makinalari Sanayi Ticaret A.Ş. (“Başak Traktör”), which is a wholly-owned subsidiary of ASKO Holding, has completed the previously announced acquisition of all of the common shares (“Shares”) of the Company owned by Combine Factory Rostselmash Ltd. (“Rostselmash”)

In addition, Başak Traktör acquired all of the outstanding debt (the “Debt”) of Buhler Industries owed to Rostselmash. The aggregate cash purchase price paid by ASKO Holding was CAD$60.5 million. The acquisition of the Shares and Debt is referred to herein as the “Transaction”.

Pursuant to the Transaction, Başak Traktör purchased 24,184,586 Shares, which represents approximately 96.7% of the issued and outstanding Shares. In addition, Başak Traktör purchased all of outstanding debt owing by the Company to Rostselmash for a purchase price equal to the principal and accrued and unpaid interest owing on the Debt at the closing of the Transaction.

The total aggregate cash purchase price was CAD$60.5 million with approximately CAD$28.2 million in aggregate to be paid for the Shares (or CAD$1.16 per Share), CAD$4.1 million in transaction costs and the remainder attributed to the purchase price for the Debt (equal to the principal and interest owing) and certain other payments related to intellectual property transfers agreed to between the parties.

In addition, on closing of the Transaction, Başak Traktör paid out certain amounts outstanding under the Company’s credit facilities with Canadian Imperial Bank of Commerce (“CIBC”). The remainder of the amounts outstanding under the credit facilities are scheduled to be paid out within a short period following closing. Alternatively, Başak Traktör and the Company may make alternative arrangements with CIBC for all or a portion of the capacity under the credit facilities to remain in place.

On closing of the Transaction, the Board of Directors of the Company (the “Board”) was reconstituted with the nominees of Rostselmash resigning and certain new nominees of ASKO Holding were appointed to the Board.

The members of the Board now include Grant Adolph, Allan Stewart and Ossama Abouzeid, all of which were members of the Board prior to completion of the Transaction, and Zafer Ozbalaban, Arda Akarsu, Levent Kiroglu and Ismail Mert Konukoglu, who are newly appointed members of the Board.

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