Illinois Tool to buy Britain's Enodis for $2 billion

LONDON/NEW YORK (Reuters) - Britain's Enodis ENO.L has agreed to be bought by Illinois Tool Works (ITW.N) for 1.03 billion pounds ($2 billion), turning its back on the agreed 948 million pounds ($1.9 billion) takeover by U.S.-based Manitowoc Co (MTW.N).

The shares in Enodis, the British maker of fast-food fryers, were up 18 percent at 284.5p, above the new 280 pence per share offer price, meaning investors believe Manitowoc will come back in with a higher offer.

"We would not count out Manitowoc just yet," wrote Deutsche Bank analyst Nigel Coe in a note to clients. "It has doggedly stalked Enodis for at least two years." A counter-bid would probably need an equity component, Coe said.

But Sterne Agee analyst Ben Elias said Manitowoc does not have the resources to make a higher bid.

"It's a stretch to make those numbers work," Elias said.

He said the ITW offer would prevail on its merits: a higher price, an earlier closing date in August and fewer antitrust issues.

ITW has a smaller footprint and less direct overlap with Enodis, Deutsche's Coe said.

Manitowoc, which also makes beverage dispensers and walk-in freezers, said it was weighing its options in to regard Enodis.

"We're in the process of retrenching, figuring out what our options are," Chief Executive Glen Tellock told an industrials conference in New York.

Manitowoc, a maker of construction cranes, had said the Enodis deal would grow its food service segment to over a third of total company sales from about 11 percent now.

At about $5 billion in market capitalization, Manitowoc is only one-fifth the size of ITW. The company might become a takeover target, Sterne Agee analyst Elias said. Manitowoc originally pursued Enodis in part to bulk up in an effort to stay independent, he said.

Swiss investment bank UBS was the sole financial advisor to ITW on this deal.

CHASING FAST FOOD

Enodis shareholders will receive 280 pence per share in cash, plus a 2p dividend, a 16 percent premium to Wednesday's 243.5p closing price.

Illinois Tool Works' broad range of tools and products includes cooking and other kitchen equipment.

The deal trumps the agreement struck by Enodis' board earlier this month to sell the company to Manitowoc for 260p per share, including a 2p dividend.

ITW is buying Enodis to expand its product categories and fast food segment opportunities, it said.

The Enodis purchase, which ITW said would add to its earnings in the first year excluding acquisition accounting expenses, is bigger than the company's typical deal.

ITW makes an average of 34 acquisitions per year with an average purchase price of $30 million.

The Enodis buy will not slow ITW's normal acquisition pace, despite the higher debt-to-capital ratio necessitated by the $2 billion purchase price, the company said during a conference call.

"Having considered carefully all aspects of the offer from ITW, including transaction certainty, from an anti-trust perspective, and the higher price which this offer provides, the Enodis directors have decided unanimously to recommend the offer from ITW to shareholders," said Enodis Chairman Peter Brooks.

ITW will also take on $210 million of Enodis debt, bringing the total deal price to $2.3 billion.

ITW shares were down 9 cents at $52.85, while Manitowoc was up $1.84 at $40.25, both on the New York Stock Exchange.

(Reporting by Chris Wills in London, Helen Chernikoff, Nick Zieminski and Jui Chakravorty in New York)