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AGREEMENT TO ACQUIRE | 9 Months Ended
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Jul. 30, 2017
AGREEMENT TO ACQUIRE |
AGREEMENT TO ACQUIRE | (20) On May 31, 2017, the Company entered into a definitive agreement to acquire from Wirtgen Group Holding GmbH (Wirtgen and, together with its subsidiaries, the Wirtgen Group) the stock in certain companies of the Wirtgen Group and certain assets, which together account for substantially all the business operations of the Wirtgen Group. Wirtgen, a privately-held international company, is the leading manufacturer worldwide of road construction equipment. Headquartered in Germany, Wirtgen has six brands across the road construction sector spanning processing, mixing, paving, compaction, and rehabilitation. Wirtgen sells products in more than 100 countries and has approximately 8,000 employees. The purchase price, which is payable in cash, is €4,357 million (or approximately $5,087 million based on the exchange rate at the end of the third quarter), with a portion held in escrow to secure certain indemnity obligations. In addition to the purchase price, the Company will assume substantially all liabilities and will pay Wirtgen an additional amount equal to five percent per annum multiplied by the purchase price for the period starting May 31, 2017 until the closing date (Ticking Fee). The estimated total transaction value is approximately €4,600 million (or approximately $5,412 million based on the exchange rate at the end of the third quarter), which represents the aggregate purchase price, plus assumed net debt of Wirtgen, and the estimated Ticking Fee. The transaction is expected to close in the first quarter of fiscal year 2018. The Company expects to fund the acquisition and the transaction expenses from a combination of cash and new debt financing. The purchase is subject to regulatory approval in several jurisdictions as well as certain other customary closing conditions. Either the Company or Wirtgen may terminate the purchase agreement in the event the closing is not completed by February 28, 2018.

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