New Flyer Industries Inc. acquired certain assets from Daimler Buses North America (DBNA) relating to its Orion aftermarket parts business for heavy-duty transit buses.
DBNA’s Orion parts business generated revenue in 2012 of approximately $54 million, a portion of which was from supporting the nearly 10,000 Orion buses currently in operation in Canada and the U.S. The purchase price for the assets was approximately $29 million, which includes an estimated $6.5 million for the purchase of accounts receivable, and is subject to post-closing adjustments for working capital that are normal and customary for these types of transactions.
The purchase price was funded by using proceeds from the recently announced equity investment by Marcopolo S.A., one of the world’s leading global bus manufacturers, which made the first tranche of its investment in New Flyer, totaling approximately $51 million, in February.
Under the terms of the transaction with DBNA, New Flyer has acquired DBNA’s Orion aftermarket parts inventory, accounts receivable and assumed certain obligations under its parts contracts with transit customers; acquired an exclusive license to use DBNA’s proprietary part designs for Orion buses in connection with New Flyer’s aftermarket parts business; and entered into an arrangement under which New Flyer will be the exclusive supplier of parts required by DBNA for customer warranty support, under Orion bus purchase contracts and pre-closing parts contracts.
The companies have also entered into a transition services agreement for an interim period following the purchase, during which time the business will be prudently and efficiently integrated into New Flyer’s business systems and four existing parts distribution centers in Canada and the US.