Weber to be taken private by BDT Capital in $8.05 per share transaction

Weber announced that it has entered into a definitive merger agreement pursuant to which investment funds managed by BDT Capital Partners will purchase all of the outstanding Class A Shares that they do not already own, for $8.05 per share of Class A common stock of Weber, which implies a total enterprise value of $3.7B for Weber. The purchase price represents a premium of 60% to the closing price of the Class A Shares on October 24, the last trading day before BDT submitted a non-binding acquisition proposal to the board of directors of the company and Weber disclosed the receipt of such proposal. A special committee of the board, comprised solely of independent directors, advised by its own independent financial and legal advisors, determined that the proposed transaction is in the best interests of the holders of Class A Shares other than BDT and unanimously recommended that the board approve the transaction. Acting upon the recommendation of the special committee, Weber’s board approved the transaction. Upon completion of the transaction, Weber will become a privately held company majority owned by investment funds managed by BDT. The transaction is expected to close in the first half of 2023, subject to customary closing conditions, including HSR clearance. The transaction has been approved by the written consent of the holders of the requisite number of shares of common stock of Weber, such that no additional stockholder approval is required. In connection with the transaction, BDT managed investment funds will provide Weber with an additional unsecured loan facility in the aggregate principal amount of $350M. Weber intends to utilize the loan for general corporate purposes including repaying existing indebtedness, continuing to make necessary investments in capital expenditures that support new product initiatives, and funding working capital for the upcoming 2023 outdoor cooking season. The previous loan agreement that Weber entered into with BDT managed investment funds on November 8, 2022, will remain outstanding.