Dover today announced that it will acquire Wayne Fueling Systems Ltd., which is owned by Riverstone Holdings LLC, for $780 million in cash. This will combine Wayne’s product offerings with OPW and Tokheim creating a comprehensive product set for all major regions of the world. 

Wayne is a global provider of fuel dispensing, payment, systems and aftermarket services for retail and commercial fuel stations.  Wayne’s advanced payment and systems solutions position the company to capitalize on the emerging conversion of U.S. based fuel retailers to Europay, MasterCard and Visa (“EMV”) chip security technology. Through its global network of distributors and service partners, Wayne’s products are sold and supported in over 140 countries.  Wayne is headquartered in Austin, Texas, and has manufacturing operations in Austin, Sweden, China and Brazil.

“We are extremely excited about the acquisition of Wayne,” said Robert A. Livingston, President & Chief Executive Officer of Dover. “Wayne’s product line fits perfectly with OPW and Tokheim, particularly Wayne’s US dispenser, payment and systems businesses.  Together, the collective business will offer an end-to-end solution that will benefit our customers in the growing global retail fueling market.  The addition of Wayne positions Dover to more fully participate in the high growth EMV upgrade cycle underway in the United States.  This transaction also provides significant margin enhancement opportunities, driven by synergies across the businesses.”

“Today’s announcement marks an exciting new milestone in our 125-year history,” said Neil Thomas, Wayne CEO.  “We believe that combining Wayne’s innovative products and technologies with Dover’s existing retail fueling equipment portfolio will significantly benefit customers around the world.  Much has evolved and changed at Wayne over the years, but we have held true to our core values since the very beginning: putting our customers first; leading the industry with new products and technology; being a global business—in mindset as well as geographic presence; and doing all of this the right way—with an unwavering commitment to quality, safety, and integrity.”

Thomas added, “We are thankful to Riverstone for their unwavering support and the investments that they have made to strategically position the Wayne business for future growth. Joining the Dover family will create exciting new opportunities for our employees, customers, and other business partners.”

“We would like to express our sincere appreciation to Neil and the entire Wayne team for the excellent partnership we have enjoyed and the success achieved by the business in recent years,” said John Lancaster, Partner at Riverstone. “With such complementary businesses and a continued focus on innovative technology, we are confident that Wayne will continue to flourish under Dover’s ownership.”

The transaction, which is expected to close in the second half of 2016, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. The transaction is expected to be funded with a combination of cash on hand and incremental debt.

Annual revenue for Wayne in 2016 is estimated to be approximately $550 million. The purchase price multiple is approximately 10 times 2016 expected EBITDA, not including the estimated annual run-rate synergies of approximately $30 million which are expected to be achieved over a three year period.  In 2016, Dover expects the transaction to be dilutive to continuing earnings per share, including normal transaction-related costs, purchase accounting and related interest expense, subject to timing of the close of the transaction.  The transaction is anticipated to be modestly accretive to continuing earnings per share in 2017, due to the one-time costs to achieve synergies, and including normal purchase accounting amortization and related interest expense.  The company will update the earnings impact of this transaction upon closing.

Lazard is serving as Dover’s exclusive financial advisor and Debevoise & Plimpton LLP is serving as Dover’s legal advisor.

Credit Suisse acted as exclusive financial advisor to Wayne Fueling Systems on this transaction. Latham & Watkins were lead legal counsel.