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HAMILTON, Ohio and AUSTIN, Texas — Dover Corp. entered into a definitive agreement to acquire Wayne Fueling Systems Ltd. from its parent company, Riverstone Holdings LLC, for $780 million in cash. Upon completion of the transaction, Dover’s annual retail fueling revenue will be $1.4 billion when combining Wayne’s product offerings with Dover’s OPW and Tokheim divisions.
Wayne is a global provider of fuel dispensing, payment, systems and aftermarket services for retail and commercial fuel stations. The Austin-based company is currently celebrating its 125th anniversary.
According to Dover, Wayne’s 2016 revenue is estimated to be $550 million, and its purchase price multiple is approximately 10 times 2016 expected EBITDA, not including the estimated annual run-rate synergies of approximately $30 million, which is expected to be achieved over a three-year period.
"We are extremely excited about the acquisition of Wayne," said Robert A. Livingston, president and CEO of Hamilton-based Dover. "Wayne's product line fits perfectly with OPW and Tokheim, particularly Wayne's U.S. dispenser, payment and systems businesses. Together, the collective business will offer an end-to-end solution that will benefit our customers in the growing global retail fueling market. The addition of Wayne positions Dover to more fully participate in the high growth EMV [Europay, MasterCard and Visa] upgrade cycle underway in the United States. This transaction also provides significant margin enhancement opportunities, driven by synergies across the businesses."
The transaction is expected to close in the second half of 2016 and is subject to customary closing conditions. Dover is expected to fund the transaction via a combination of cash on hand and incremental debt.
“Today’s announcement marks an exciting new milestone in our 125-year history,” said Neil Thomas, Wayne CEO. “We believe that combining Wayne’s innovative products and technologies with Dover’s existing retail fueling equipment portfolio will significantly benefit customers around the world. Much has evolved and changed at Wayne over the years, but we have held true to our core values since the very beginning: putting our customers first; leading the industry with new products and technology; being a global business — in mindset as well as geographic presence; and doing all of this the right way — with an unwavering commitment to quality, safety, and integrity.”
Thomas continued: “We are thankful to Riverstone for its unwavering support and the investments that it has made to strategically position the Wayne business for future growth. Joining the Dover family will create exciting new opportunities for our employees, customers, and other business partners.”
John Lancaster, partner at Riverstone, expressed his appreciation to Thomas, as well as the entire Wayne team. “With such complementary businesses and a continued focus on innovative technology, we are confident that Wayne will continue to flourish under Dover’s ownership,” he said.
Lazard is serving as Dover’s financial advisor and Debevoise & Plimpton LLP is serving as its legal advisor.
Credit Suisse acted as Wayne’s financial advisor and Latham & Watkins is its lead counsel.
OPW designs and manufactures end-to-end fueling solutions for retail service stations and fleet fueling facilities, including fuel dispensers, payments systems, site automation, electronic tank gauge systems, fleet fuel control systems, car wash systems, piping and containment, access covers, and tank valves and fittings.