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Pasco company Welbilt, slated to sell for billions, receives competing offer

Weeks after agreeing to sell in a deal worth more than $4 billion, one of Tampa Bay’s largest public companies has received a competing — and potentially superior — cash bid from an Italian company.

New Port Richey’s Welbilt Inc., which manufacturers and supplies restaurant and professional kitchen equipment, received a bid last week from Italian holding company the Ali Group that would pay more per share than an all-stock deal reached with Illinois-based Middleby Corp. in April.

Under that agreement, Middleby would trade its stock with shares of Welbilt stock at $20.38 per share — a nearly 28 percent premium over the company’s mid-April stock price of $15.98. Middleby would also take on $1.5 billion in Welbilt debt, according to a Friday filing with the U.S. Securities and Exchange Commission, bringing the total value of the deal to $4.7 billion. That’s up $400 million from when the deal was first announced April 21.Related: Pasco restaurant supplier Welbilt to be sold in $4.3 billion deal

The Ali Group offer would pay shareholders $23 per share in cash, or a 44 percent increase from its mid-April stock price. That would place its total cash offer at nearly $3.3 billion.

Welbilt’s board of directors met Friday and determined that from a financial standpoint, the Ali Group’s offer was “reasonably likely” to top Middleby’s, according to the Security and Exchange Commission filing.

For now, the board has still recommended that shareholders approve the Middleby deal. But under the parameters of that agreement, they can change that recommendation at any time. Welbilt would have to pay a termination fee of $110 million to break its contract with Middleby.

A Welbilt spokesman said the company would conduct due diligence on the Ali Group deal over the next few weeks, but there had been no negotiations yet, and there was no timeline for a decision. The company otherwise declined to comment on the offer.

Late-in-the-game competing offers like the Ali Group’s aren’t particularly common, said Zac Smith, a senior vice president with Embark, a financial advisory firm that works on corporate mergers and acquisitions. But when they happen, they could spur a bidding war.

“It depends on how aggressive the boards want to be, and whether or not they want to taint the relationship,” Smith said.There are reasons Welbilt’s board might turn down an offer worth more per share, but potentially less overall, Smith said. The company might determine that the Middleby deal would create enough synergistic savings, and a large enough market share, that it would drive their stock value past the Ali Group’s offer of $23 per share.

“With this combined company, potentially, the value of the stock could double or triple if the combination of the two companies is successful,” Smith said. “That’s why someone would want to take the stock deal versus the cash today.”

Smith said Welbilt’s due diligence would include a closer look at the Ali Group’s financials, including whether any new debt would be placed on Welbilt’s books or their own...

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