M&A: BARNES GROUP INC

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000114036124050520

Comments: On December 30, 2024, Barnes Group Inc. reported on its merger agreement with Goat Holdco, LLC and its subsidiary Goat Merger Sub, Inc., by which Merger Sub will merge with and into Barnes, making Barnes a wholly owned subsidiary of Parent. The definitive proxy statement for the Barnes special meeting of stockholders scheduled for January 9, 2025, is highlighted. Notably, several lawsuits have arisen from stockholders contesting the merger, claiming deficiencies in the proxy statement's disclosures. While Barnes stands by the validity of its disclosures and denies any wrongdoing, it is voluntarily offering additional information to mitigate potential delays caused by the lawsuits. The document outlines projected enterprise values and share valuations post-merger according to Goldman Sachs’ financial analysis, alongside various financial metrics concerning the involved companies. The report emphasizes the significance of shareholder approval and provides clarity on the merger's financial implications, including estimates of equity value per share from $31 to $71, calculated through various financial methodologies. Additional insights into the comparison of prior acquisition transactions and adjusted EBITDA multiples relevant to similar companies are presented.

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Form Type: DEFA14A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000114036124050522

Comments: On December 30, 2024, Barnes Group Inc. disclosed updates regarding its planned merger with Goat Holdco, LLC, following the Agreement and Plan of Merger executed on October 6, 2024. The merger will see Goat Merger Sub, Inc. merge with Barnes, with Barnes continuing as a wholly owned subsidiary of Parent. A definitive proxy statement has been filed for a special stockholders' meeting scheduled on January 9, 2025, to vote on matters necessary to finalize the merger. As part of the proceedings, Barnes reported receiving multiple demand letters and lawsuits from stockholders claiming disclosure deficiencies related to the merger, asserting that the proxy statement lacked complete information. Despite this, Barnes contends the allegations are without merit and believes no further disclosures are necessary, although it has voluntarily provided supplemental disclosures to mitigate any potential delays in the merger process. The document underlines that Barnes ignores all allegations of liability or wrongdoing regarding the disclosed information. Furthermore, the supplemental information aims to enhance transparency and reaffirm confidence in the merger process while providing additional insights into financial valuations from Goldman Sachs and Jefferies LLC regarding Barnes' equity value and projected financial performance post-merger.

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