ATLANTA, March
09, 2015 - Acuity Brands, Inc. (NYSE: AYI) ("Company") today
announced that it has entered into an agreement to acquire all of
the outstanding capital stock of Distech Controls Inc., a leading
provider of building automation and energy management solutions
that allow for the seamless integration of lighting, HVAC, access
control, closed circuit television, and related systems.
Headquartered in Quebec, Canada, just outside Montreal, Distech
Controls offers a wide-breadth of innovative products, services and
solutions that optimize comfort and energy efficiency in
buildings.
Vernon J. Nagel, Chairman,
President, and Chief Executive Officer of Acuity Brands, said "The
acquisition of Distech Controls, coupled with our broad,
industry-leading solid-state lighting portfolio, innovative control
technologies and integrated digital solutions, is part of our
strategy to offer true end-to-end optimization of all aspects of
the building for enhanced occupant experience, quality visual
environment, seamless operation, energy efficiency, operational
cost reductions, and increased digital functionality. Acuity
Brands' acquisition of Distech Controls extends our holistic
approach of providing integrated intelligent solutions that are
efficient, elegant, and sophisticated, while at the same time
simple to install, maintain, and use. Distech Controls
expands our portfolio with an extensive and trusted offering of
accomplished, sustainable, and integrated controls and building
management solutions that will allow for the advancement of smart
buildings and smart cities."
As the digital backbones of
intelligent lighting and building systems converge to form a
platform for the Internet of Things within commercial, industrial,
and institutional buildings, Acuity Brands is well positioned to
deliver unmatched solutions that control, monitor, visualize and
capture data within these facilities. The manner in which
buildings are utilized and operated is evolving. The
deployment of intelligent digital networks provides the opportunity
to create an indoor environment that increases productivity,
improves operational efficiency and enhances safety. The
technologies resident in lighting, temperature, ventilation, access
control and fire safety systems are converging into a single
digital ecosystem. This convergence provides a singular
opportunity to couple Acuity Brands' smart lighting and control
systems to the building management portfolio of Distech Controls to
deliver fully integrated digital solutions that are unmatched in
their ability to efficiently deliver both lighting and a quality
indoor environment.
The terms of the agreement reflect
a cash purchase price totaling approximately 318 million Canadian
dollars (CA$). The acquisition is subject to formal approval
of certain shareholders of Distech Controls and other customary
closing conditions both of which are expected to be achieved within
the following four to eight weeks.
Distech Controls generated net
sales in excess of CA$70 million during calendar year 2014.
The business has significantly outpaced the rate of growth of its
core markets with a five-year annualized growth rate of over 25
percent. Excluding acquisition-related costs, management
expects the acquisition of Distech Controls to be slightly
accretive to Acuity Brands consolidated fiscal 2015 results.
Management will provide additional details on the acquisition when
the Company reports fiscal 2015 second quarter financial results in
early April.
Etienne Veilleux, Founder,
President and Chief Executive Officer of Distech Controls,
commented, "All of us at Distech Controls are excited about the
opportunity to join Acuity Brands. Both our organizations
share a very similar vision and passion for the success of our
customers and employees. Our core expertise in integrating building
systems through software and services perfectly complements
Acuity's broad portfolio of lighting solutions. We look
forward to utilizing the resources of our combined businesses to
accelerate intelligent building automation and energy management
solutions into the market."
Mr. Nagel concluded, "We believe
the combination of our dynamic businesses and strong leadership
teams will provide growth opportunities with key customer sets, and
will strengthen each of our primary sales channel partners in their
respective markets. Acuity and Distech Controls combined offers the
opportunity to deliver comprehensive solutions that fulfill the
promise of intelligent buildings."
About Acuity
Brands
Acuity Brands, Inc. is a North
American market leader and one of the world's leading providers of
lighting solutions for both indoor and outdoor applications. With
fiscal year 2014 net sales of $2.4 billion, Acuity Brands employs
approximately 7,000 associates and is headquartered in Atlanta,
Georgia with operations throughout North America, and in Europe and
Asia. The Company's lighting solutions are sold under various
brands, including Lithonia Lighting®, Holophane®, Peerless®,
Gotham®, Mark Architectural Lighting(TM), Winona® Lighting,
Healthcare Lighting®, Hydrel®, American Electric Lighting®,
Carandini®, Antique Street Lamps(TM), Sunoptics®, RELOC®
Wiring Solutions, Acculamp®, eldoLED® and Acuity Controls.
About Distech Controls
An innovation leader in energy
management solutions, Distech Controls provides unique building
management technologies and services that optimize energy
efficiency and comfort in buildings, all the while reducing
operating costs. The company delivers innovative solutions for
greener buildings through its employees' passion for innovation,
quality, customer satisfaction, and sustainability. Distech
Controls serves multiple market segments through its worldwide
business divisions, service offices and a superior network of
Authorized Partners.
Forward Looking
Information
This release contains
forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995. Statements that may be
considered forward-looking include statements incorporating terms
such as "expects," "believes," "intends," "estimates", "forecasts,"
"anticipates," "may," "will," "should," and similar terms
that relate to future events, performance, or results of the
Company and specifically include statements made in this press
release regarding: the many benefits of the acquisition of Distech
Controls, including the Company's ability and opportunity to allow
for the advancement of smart buildings and smart cities through its
expanded portfolio, to deliver fully integrated digital solutions
that are unmatched in their ability to efficiently deliver both
lighting and a quality indoor environment, to accelerate
intelligent building automation and energy management solutions
into the market, to provide growth opportunities with key customer
sets, to strengthen each of the businesses primary sales channel
partners in their respective markets, and to deliver comprehensive
solutions that fulfill the promise of intelligent buildings.
Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from the historical experience of Acuity Brands and management's
present expectations or projections. These risks and uncertainties
include, but are not limited to, customer and supplier
relationships and prices; competition; ability to realize
anticipated benefits from initiatives taken and timing of benefits;
market demand; litigation and other contingent liabilities; and
economic, political, governmental, and technological factors
affecting the Company. Please see the other risk factors more
fully described in the Company's SEC filings including risks
discussed in Part I, "Item 1a. Risk Factors" in the Company's
Annual Report on Form 10-K for the year ended August 31,
2014. The discussion of those risks is specifically
incorporated herein by reference. Management believes these
forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are
based on current expectations. Further, forward-looking
statements speak only as of the date they are made, and management
undertakes no obligation to update publicly any of them in light of
new information or future events.
#
# #
Contact(s):
Dan Smith
dan.smith@acuitybrands.com, (404) 853.1423
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Acuity Brands, Inc via Globenewswire
HUG#1900502
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