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Welbilt Gives Latest Ali Group Offer a Thumbs Up

Is the saga to determine whether Ali Group or Middleby will eventually own Welbilt about to come to an end? Perhaps.

After evaluating Ali Group’s latest all-cash offer and the offer put forth by Middleby Corp., Welbilt’s board of directors declared that Ali Group’s offer constitutes a “company superior proposal” as defined in Welbilt’s previously announced merger agreement with The Middleby Corporation, in a July 6 press release. Under the terms of the revised proposal submitted on July 5, Ali Group would acquire all of the outstanding shares of Welbilt common stock for $24 per share in cash, an increase from the previously disclosed $23 per share cash proposal made by Ali Group on May 25, 2021. This new offer hangs a $4.8 billion price tag on the deal.

Ali Group’s latest proposal is binding and may be accepted by Welbilt prior to July 14, 2021, per the Welbilt release. Closing of the transaction would be subject to approval by the stockholders of Welbilt, receipt of other regulatory approvals and other customary closing conditions.

While this latest development favors Ali Group, Middleby still has time to sweeten its offer. Welbilt notified Middleby that it intends to terminate Middleby’s initial merger agreement with Welbilt and enter into a definitive merger agreement with Ali Group. Under the terms of its offer to acquire Welbilt, Middleby has the right to negotiate amendments to the merger agreement for five business days.

What will happen next remains anyone’s guess given the competitive nature of this entire process.

Middleby shook up the foodservice equipment world with its April 21 offer to acquire Welbilt. Then on May 28, Ali Group entered the fray with an unsolicited offer to acquire Welbilt. Middleby wasted little time responding to Ali Group’s bid. That same day Middleby maintained its offer was superior in value and reiterated its intention to follow through on the purchase of Welbilt. Also on May 28, Welbilt said the deal from Ali Group was likely superior to the one offered by Middleby Corp., per a published report from Reuters. In a regulatory filing, Welbilt said its board had met earlier in the day and decided the Ali Group offer “constitutes or is reasonably likely to constitute” a superior proposal.

News about the deal remained relatively quiet until earlier this week, when Ali Group enhanced its offer to acquire Welbilt, as described above. Naturally, this set off a flurry of activity. Specifically, on July 6 Middleby released its second-quarter earnings report. In doing so, Middleby reiterated its offer to acquire Welbilt represented significant value for Welbilt shareholders for a variety of reasons. Middleby said its deal would generate $26.04 per share for Welbilt shareholders. Other reasons Middleby felt its offer is valuable includes the fact that the merger will be tax-free to Welbilt shareholders, Middleby has almost two and a half months working with regulatory authorities on the deal and the Middleby deal has no financing requirement.

For its part, Welbilt issued a statement on July 6 saying it had received a “revised unsolicited proposal” from Ali Group and its board of directors is evaluating it. As part of the statement, Welbilt added, “In accordance with the terms of the Pending Merger Agreement and in accordance with its fiduciary duties, Welbilt’s board of directors is carefully evaluating the Revised Unsolicited Proposal in consultation with its financial and legal advisors and will pursue the course of action that the board of directors believes is in the best interest of Welbilt and its stockholders. Welbilt’s board of directors has not made any determination as to whether the Revised Unsolicited Proposal constitutes a “Company Superior Proposal” under the terms of the Pending Merger Agreement. Welbilt shareholders need take no action at this time.”