8-KMaterial AgreementsFinancial EventsRegulation FD+1

ILLINOIS TOOL WORKS INC 8-K Report, Material Agreement (May 12, 2008)

Filed May 12, 2008For Securities:ITW

Summary

Illinois Tool Works Inc. (ITW) has announced a significant development with the entry into an Implementation Agreement to acquire Enodis plc for approximately $2.1 billion. This strategic move, which involves a cash offer of 280 pence per share plus a 2 pence dividend in lieu of interim dividend, aims to expand ITW's market presence. The transaction is anticipated to close in August 2008, subject to customary closing conditions including regulatory and anti-trust approvals from authorities such as the EU and US. To finance this acquisition, ITW has secured committed funds through a $1.35 billion (approximately $2.65 billion) credit agreement with UBS AG, which has a 364-day term.

Key Highlights

  • 1ITW is acquiring Enodis plc for an estimated $2.1 billion through a recommended cash offer.
  • 2The offer includes 280 pence per share in cash plus a 2 pence dividend per share.
  • 3The acquisition is expected to be completed by August 2008.
  • 4Key conditions for the deal include obtaining competition and anti-trust clearances from EU and US authorities.
  • 5ITW has secured $1.35 billion (approximately $2.65 billion) in committed financing through a 364-day credit agreement with UBS AG.
  • 6The transaction will be implemented via a court-sanctioned scheme of arrangement under English law.
  • 7ITW held an investor conference call on May 8, 2008, to discuss the offer and related transactions.

Frequently Asked Questions

This 8-K filing announces ITW's definitive agreement to acquire Enodis plc. It provides details on the offer terms, financing arrangements, and the regulatory process required for the acquisition to be completed.

ITW has secured committed financing for the acquisition through a $1.35 billion (approximately $2.65 billion) credit agreement with UBS AG. This agreement has a 364-day term.

The acquisition is contingent upon ITW obtaining necessary competition and anti-trust clearances from relevant authorities, including those in the EU and the US. The transaction also requires approval through a court-sanctioned scheme of arrangement and shareholder meetings for Enodis.

The transaction is anticipated to close in August 2008, subject to the satisfaction of all closing conditions.