Cohesant Technologies Inc. (Indianapolis, Ind.) announced on Dec. 3 that it has entered into a definitive agreement in which Graco Inc. will acquire Cohesant's GlasCraft Inc. subsidiary. Total transaction value is $35 million including indebtedness assumed by Graco at the closing and transaction expenses. Cohesant shareholders will receive a minimum cash payment of $9.05 per share of Cohesant common stock and could receive as much as $9.55 per share.
Cohesant recently consolidated all of its infrastructure protection and renewal operations under the umbrella of its CIPAR subsidiary. As part of the sale of GlasCraft, Cohesant will spin-off its CIPAR subsidiary by declaring a taxable dividend of one share of CIPAR for each share of Cohesant common stock outstanding. For purposes of calculating taxes on the share dividend, Cohesant has received an opinion that the valuation of CIPAR will be $6.6 million at the time of the spin-off. The resulting company, which will initially be registered under the Securities Exchange Act and will be quoted on the over-the-counter market, will be known as Cohesant Inc. and will be based in Beachwood, Ohio.
GlasCraft developed the first spray system for composites manufacturing nearly 45 years ago and today manufactures and sells solutions for both the open and closed-mold segments of the composites manufacturing industry. GlasCraft also designs, manufactures and sells high-performance dispense systems for the polyurethane foam and polyurea coatings industries. Graco is a designer, manufacturer, and marketer of systems and equipment to move, measure, control, dispense and spray fluid materials, but its equipment portfolio currently has no substantial presence in the composites manufacturing industry.
Morris Wheeler, CEO of Cohesant stated: "This transaction is a classic win-win scenario. The transaction allows Cohesant to focus its resources on its infrastructure protection and renewal businesses and provides a significant immediate cash return to its shareholders.”
The acquisition, which is expected to be completed in the first quarter of 2008, is conditioned upon customary closing conditions for a transaction of this nature, including the approval of Cohesant's stockholders.