Barnes Group Inc., a global provider of highly engineered products, differentiated industrial technologies and innovative solutions, announced today that it has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo Global Management, Inc. in an all-cash transaction that values Barnes at an enterprise value of approximately $3.6 billion.

The agreement provides that Barnes shareholders will receive $47.50 per share in cash. The per share purchase price represents a premium of approximately 22% over Barnes’ undisturbed closing share price on June 25, 2024, and a premium of approximately 28% over the volume weighted average price (VWAP) of Barnes common stock for the 90 days ending June 25, 2024.

“We are pleased to reach this agreement with Apollo Funds, which delivers immediate and certain cash value to our shareholders and positions Barnes to continue meeting and exceeding our customers’ needs for aerospace and industrial products, systems and solutions,” said Richard J. Hipple, Chairman of the Board of Directors. “The Board and management team carefully reviewed a range of potential opportunities and determined that this transaction with Apollo Funds maximizes value for our shareholders and is in the best interest of all stakeholders. The Board also recognizes the Barnes family, who founded the Company 167 years ago and continue to contribute to building the Company’s rich history through six generations of steadfast and profound leadership.”

“Over the past several quarters, Barnes has made tremendous strides to unlock the Company’s full potential by investing in our business, reshaping our portfolio, innovating our platforms and strengthening our financial performance,” said Thomas J. Hook, President and Chief Executive Officer of Barnes. “Apollo has a 35-year track record of investing in companies like Barnes that have leading businesses, strong teams and solid performance, and helping to position them for long-term, sustainable growth. Under Apollo Funds ownership, we aim to accelerate our transformation, enhance our capabilities, broaden our product offerings and create new opportunities for growth and innovation. We look forward to working with the Apollo team as we continue to execute on our transformation strategy and capture the opportunities this transaction will create for Barnes, our employees, our shareholders, our customers, our suppliers and all stakeholders.”

“We are thrilled to partner with the talented team at Barnes, which has a tremendous heritage of building leading businesses with strong customer relationships in the aerospace and industrial sectors,” said Antoine Munfakh, Partner at Apollo. “We see opportunities to further invest in and grow Barnes’ businesses, which are positioned to benefit from long-term aerospace demand trends, as well as the need for high performance components and solutions for a range of end-markets. We applaud the Barnes team for the progress it has made with its transformation plan, and we believe this plan can be accelerated in a private company setting. We look forward to drawing on Apollo’s significant industry experience and value-added capabilities to support Barnes as it executes against its transformation and growth plans.”

Transaction Details

The transaction is expected to close before the end of Q1 2025 and is subject to customary closing conditions, including approval by Barnes shareholders and receipt of required regulatory approvals. The Barnes Board of Directors unanimously approved the definitive agreement and recommends that Barnes shareholders vote in favor of the transaction.

Upon completion of the transaction, Barnes will be delisted from the New York Stock Exchange and become a privately held company. Barnes will continue to operate under the Barnes Group name and brand.

Third Quarter 2024 Earnings and Update on Guidance

Barnes’ third quarter earnings release will be issued on October 25, 2024, before the market opens, as previously announced. In light of the announced transaction with Apollo Funds, Barnes will not be conducting its third quarter 2024 conference call and webcast. In addition, Barnes is suspending its financial guidance for the full year 2024 as a result of the pending transaction.

Advisors

Goldman Sachs & Co. LLC and Jefferies LLC are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Barnes. Latham & Watkins LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel to Apollo Funds.