8-KMaterial AgreementsRegulation FDExhibits & Filings

DEERE & CO 8-K Report, Material Agreement (Jun 1, 2017)

Filed June 1, 2017For Securities:DE

Summary

Deere & Company (DE) announced a significant strategic acquisition via an 8-K filing on June 1, 2017, detailing the agreement to acquire Wirtgen Group Holding GmbH for approximately $5.2 billion (EUR 4.6 billion). Wirtgen is a leading global manufacturer in the road construction industry, bringing established brands such as WIRTGEN, VÖGELE, HAMM, and KLEEMANN into Deere's portfolio. This acquisition marks a substantial expansion for Deere into the infrastructure development sector, complementing its existing agricultural and construction equipment businesses. The transaction is expected to close in the first quarter of Deere's 2018 fiscal year, subject to customary closing conditions including antitrust approvals in key jurisdictions like the EU, China, Brazil, India, and Russia. Deere plans to fund the acquisition through a combination of cash on hand and new debt financing, with no financing condition stipulated in the agreement. The filing also notes potential risks and uncertainties associated with the acquisition, including regulatory hurdles and integration challenges, but highlights the strategic rationale of expanding Deere's market reach and product offerings.

Key Highlights

  • 1Deere & Company is acquiring Wirtgen Group Holding GmbH, a global leader in road construction equipment, for approximately $5.2 billion (EUR 4.6 billion).
  • 2Wirtgen operates under well-known brands including WIRTGEN, VÖGELE, HAMM, and KLEEMANN.
  • 3The acquisition is expected to significantly expand Deere's presence in the infrastructure development market.
  • 4The deal is anticipated to close in the first quarter of Deere's fiscal year 2018.
  • 5Closing is contingent upon satisfying customary conditions, including obtaining necessary antitrust approvals from various global regulatory bodies.
  • 6Deere plans to finance the acquisition using a mix of cash reserves and new debt.
  • 7The filing includes forward-looking statements and disclaimers regarding risks and uncertainties associated with the transaction.

Frequently Asked Questions

The primary strategic rationale is to significantly expand Deere's presence in the global infrastructure development sector. Wirtgen's leading position in road construction equipment complements Deere's existing construction and forestry business, allowing for a more comprehensive offering to customers involved in building and maintaining infrastructure.

Deere intends to fund the acquisition and related expenses through a combination of its existing cash reserves and new debt financing. Importantly, the agreement does not include a financing condition, indicating Deere's commitment to closing the deal.

The acquisition is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of other required antitrust approvals. Key foreign jurisdictions where these approvals are needed include the European Union, China, Brazil, India, and Russia.

Deere expects the acquisition to close in the first quarter of its fiscal year 2018.