Barnes Group Inc . (NYSE:B), a global provider of engineered products, technologies, and solutions with a market capitalization of $2.41 billion, has announced a definitive agreement to merge with Goat Holdco, LLC. The company, which has demonstrated strong revenue growth of 19.8% in the last twelve months, is set to transform into a wholly owned subsidiary of Parent.
The merger is scheduled for a special stockholder meeting on January 9, 2025. According to InvestingPro analysis, Barnes Group's stock is currently trading near its 52-week high of $47.40, with technical indicators suggesting overbought conditions.
The transaction, initially announced on October 6, 2024, has been met with several demand letters and three lawsuits from Barnes stockholders, claiming the proxy statement had disclosure deficiencies. Barnes, which maintains a healthy financial position with a current ratio of 2.28 and has maintained dividend payments for 54 consecutive years, denies any wrongdoing but has voluntarily supplemented the proxy statement to address these concerns and avoid delays.
For deeper insights into Barnes Group's financial health and valuation metrics, investors can access comprehensive analysis through InvestingPro, which offers detailed Pro Research Reports covering over 1,400 US stocks.
The supplemented disclosures include detailed financial advisor opinions, selected transactions analysis, and additional information on financial projections. Goldman Sachs & Co. LLC and Jefferies LLC provided financial analyses, which included discounted cash flow analyses and comparisons to selected public companies and precedent transactions.
Barnes' management believes that the lawsuits are without merit, stating that no supplemental disclosures are required by law. However, to mitigate the risk of litigation affecting the merger's timeline, Barnes has provided additional disclosures.
The merger is part of a strategic move by Barnes to align with Goat Holdco, with the aim of leveraging synergies and accelerating growth. The definitive proxy statement filed with the SEC lays out the terms and conditions of the merger agreement, including the financial and legal implications for Barnes and its stockholders.
Stockholders are urged to read the definitive proxy statement and other relevant documents filed with the SEC before making any voting decision. The documents are available free of charge on the SEC's website and Barnes' investor relations page. For a complete understanding of Barnes Group's financial position and market performance, InvestingPro subscribers can access additional ProTips and over 30 key financial metrics that provide crucial context for investment decisions.
This news is based on the information provided in a Current Report on Form 8-K filed by Barnes Group Inc. with the Securities and Exchange Commission on December 30, 2024.
In other recent news, Barnes Group reported mixed third-quarter results, with earnings falling short of analyst estimates but revenue surpassing expectations. The company recorded adjusted earnings per share of $0.09, missing the consensus forecast of $0.39, while revenue of $388 million exceeded Wall Street's projection of $378.31 million. In the same quarter, Barnes Group saw a 49% year-over-year rise in sales to $232 million in its aerospace segment, mainly due to a 39% boost from the acquisition of MB Aerospace.
However, Barnes Group's industrial segment experienced a 24% sales decline to $156 million, primarily due to the divestiture of its Associated Spring and Hänggi businesses. Despite this, the industrial sales edged up 1% on an organic basis compared to the previous year. The adjusted operating margin expanded 150 basis points year-over-year to 12.3%, but adjusted earnings per share fell 52% from $0.19 in Q3 2023, partly due to higher interest expenses from increased borrowings related to the MB Aerospace purchase.
In other developments, Barnes Group is in the process of being acquired by Apollo Global, a transaction expected to be completed in the first quarter of 2025. DA Davidson maintained a Neutral rating for Barnes Group, with a steady price target of $47.50, following the company's recent financial performance.
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