Fincantieri to Acquire the Manitowoc Marine Group

Tuesday, August 05, 2008

Fincantieri - Cantieri Navali Italiani S.p.A., a leader in the commercial and naval shipbuilding industry, signed a definitive acquisition agreement to acquire the Manitowoc Marine Group (MMG), from its parent company, The Manitowoc Company, Inc. [NYSE: MTW]. Lockheed Martin Corporation [NYSE: LMT] has agreed to be a minority investor with Fincantieri in the proposed acquisition. The transaction, that is valued at approx. $120m (subject to certain closing adjustments), is an all-cash deal that is anticipated to close at the end of 2008.

The Boards of Directors of Fincantieri and have approved the terms of the agreement. The transaction is subject to customary closing conditions, including clearance from the antitrust authorities. It will also be reviewed by the Committee on Foreign Investment in the .

MMG is one of the leading mid-sized shipbuilders in the for commercial and government customers, including the U.S. Navy and U.S. Coast Guard.  MMG is comprised of two shipyards – Marinette Marine Corporation (, ) and Bay Shipbuilding Company (, ) – and a topside repair yard in . MMG employs a workforce of approx. 1,590 and in FY2007 generated revenues of approx. $320m, which are expected to increase in FY2008.

“This acquisition represents a significant step in pursuing the growth of Fincantieri and its naval business overseas” said , Chief Executive Officer of Fincantieri. “Further, we achieve a key milestone in the implementation of our Business Plan”.

"This will enhance the Littoral Combat Ship team’s ability to deliver high quality and high value ships to support the U.S. Navy’s critical mission,” said Fred P. Moosally, President of Lockheed Martin’s Maritime Systems & Sensors business.

UBS Investment Bank is acting as sole financial advisor to Fincantieri, with Morgan Lewis and Bockius LLP as legal advisor and Pricewaterhouse Coopers TS as due diligence advisor.

Fincantieri is one of the largest shipbuilders in the world, designing, building and marketing many types of vessels, including cruise ships, ferries, naval vessels, offshore units and mega yachts. The company, with a production network of 9 shipyards, 8 of which are in , has approximately 10,000 employees. 2007 revenues were more than $4b with an EBITDA of 7,1%. The company’s order book at year end stood at a record level of € 12 billion, comprising a total of 49 ships, 23 for its Cruise, Ferry and Refitting Business Unit, 24 for its Naval Business Unit (including offshore supply vessels) and two Megayachts.

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