AZZ Inc., a provider of galvanizing services and manufacturer of electrical products, has consummated the merger of North American Galvanizing & Coatings Inc. (NGA) with and into Big Kettle Merger Sub Inc., an indirect wholly-owned subsidiary of AZZ, with NGA as the surviving corporation.
As a result of the merger, NGA is now an indirect wholly-owned subsidiary of AZZ, and its shares are no longer publicly traded, either on an exchange or an OTC market.
NGA is a leading provider of corrosion protection for iron and steel components fabricated by its customers. NGA's galvanizing and coating operations are composed of 11 facilities in Colorado, Kentucky, Missouri, Ohio, Oklahoma, Tennessee, Texas and West Virginia.
NGA agreed April 1 to be acquired through a cash tender offer, followed by the merger with AZZ’s subsidiary, for $7.50 per share. The per-share price represents a premium of approximately 42.6% over the weighted average trading price of NGA's common shares for the previous 30 trading days. The transaction is valued at approximately $125.6 million.
NGA's Board of Directors unanimously approved the two-part merger agreement and the transactions contemplated by it. Trading of NGA shares of common stock was suspended July 29.
NGA reported first-quarter net income as $1.6 million ($.10 per share), compared with $3.5 million net income for the first quarter of 2009 ($.21 per share). Sales for the quarter ended March 31 were 21% lower than the prior year first quarter, the company said. In 2010, lower overall hot dip galvanizing demand adversely impacted operations, the company reported. Total processing volumes for the first quarter of 2010 decreased 29% below the first quarter of 2009.
AZZ is a leading provider of hot dip galvanizing services to the steel fabrication market nationwide, as well as a specialty electrical equipment manufacturer serving the global markets of industrial, power generation, transmission and distributions.