8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2017

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

0-1402

(Commission

File Number)

Ohio	34-1860551
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

22801 St Clair Avenue

Cleveland, Ohio 44117

(Address of principal executive offices, with zip code)

(216) 481-8100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On July 31, 2017, Lincoln Electric Holdings, Inc. (the “Company”) completed the previously announced transaction to acquire Air Liquide Welding (“Air Liquide Welding”), a subsidiary of Air Liquide. Under the terms of the agreement, the purchase price was €115 million (approximately USD$134 million), including the assumption of certain debt obligations. The Company funded the transaction with available cash on hand.

A copy of the press release issued by the Company related to the acquisition of Air Liquide Welding is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 The Company’s press release dated July 31, 2017 announcing the Company’s acquisition of Air Liquide Welding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINCOLN ELECTRIC HOLDINGS, INC.
Date: July 31, 2017	By:	/s/ Jennifer I. Ansberry
		Jennifer I. Ansberry, Executive Vice President, General Counsel & Secretary

LINCOLN ELECTRIC HOLDINGS, INC.

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	The Company’s press release dated July 31, 2017 announcing the acquisition of Air Liquide Welding.

EX-99.1

Exhibit 99.1

L I N C O L N     E L E C T R I C     H O L D I N G S ,     I N C .

22801 Saint Clair Avenue • Cleveland, Ohio 44117 • U.S.A.

N E W S • R E L E A S E

LINCOLN ELECTRIC COMPLETES ACQUISITION OF AIR LIQUIDE WELDING

CLEVELAND, Monday, July 31, 2017 – Lincoln Electric Holdings, Inc. (the “Company”) (NASDAQ: LECO) is pleased to announce that it has completed the previously announced transaction to acquire Air Liquide Welding, a subsidiary of Air Liquide. Under the terms of the agreement, the purchase price was € 115 million (approximately USD$134 million), including the assumption of certain debt obligations. The Company funded the transaction with available cash on hand.

The acquisition is immediately accretive to Lincoln Electric earnings, excluding transaction costs, at approximately $0.03 of earnings per diluted common share (EPS) per quarter, or $0.12 annually, in the first year after the acquisition, and approximately $0.06 EPS per quarter, or $0.24 annually, in the second year of operation.

“We are excited to welcome Air Liquide Welding into the Lincoln Electric family and complete a transaction that provides compelling value for customers, employees and shareholders,” stated Christopher L. Mapes, Chairman, President and Chief Executive Officer. “The transaction brings together two talented teams who share the same commitment to welding and cutting innovation and offers customers the industry’s most comprehensive portfolio of solutions, technologies and application expertise.” Mapes continued, “I am confident that as we integrate the organizations, we will benefit from enhanced technical capabilities, operational efficiencies and scale, which will further advance our ‘2020 Vision and Strategy’ goals to improve profitability and returns.”

About Lincoln Electric

Lincoln Electric is the world leader in the design, development and manufacture of arc welding solutions, robotic welding and cutting systems, plasma and oxy fuel cutting, and is a leading provider of brazing and soldering alloys. Headquartered in Cleveland, Ohio, USA, Lincoln Electric has 63 manufacturing locations, including operations and joint ventures in 23 countries, and a worldwide network of distributors and sales offices reaching over 160 countries. For more information about Lincoln Electric and its products and services, visit the Company’s website at www.lincolnelectric.com.

Forward-Looking Statements

The Company’s expectations and beliefs concerning the future contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

1

These statements reflect management’s current expectations and involve a number of risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance” or words of similar meaning. These risks include our ability to successfully integrate Air Liquide Welding; our ability to achieve the expected growth and efficiencies from the Air Liquide Welding acquisition; and the Air Liquide Welding acquisition being accretive to earnings and generating attractive return on capital, within the expected time frame or at all. For additional discussion of risk factors, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Contact

Amanda Butler

Director, Investor Relations

Tel: (216) 383-2534

Email: Amanda_Butler@lincolnelectric.com