Acquisition Will
Expand Pentair's Portfolio in Growing Commercial and Industrial
Sectors, Expected to be Highly Accretive to 2016 Adjusted
Earnings
MANCHESTER, United Kingdom -
August 17, 2015 - Pentair plc (NYSE: PNR)
announced today that it has entered into an agreement with ERICO
Global Company whereby Pentair will acquire ERICO for $1.8 billion
in cash, including the repayment of ERICO debt. The transaction
values ERICO at approximately twelve times 2015 forecasted
EBITDA.
The transaction, which is anticipated to be
completed in 2015 and subject to customary closing conditions and
necessary regulatory approvals, is expected to add greater than
$0.40 to 2016 adjusted earnings per share. Pentair plans to
fund the transaction with a combination of cash and investment
grade financing.
Based in Solon, Ohio, ERICO is a leading global
manufacturer and marketer of superior engineered electrical and
fastening products for electrical, mechanical and civil
applications. ERICO has 1,200 employees in 30 countries with
recognized brands including CADDY® fixing, fastening and support
products; ERICO® electrical grounding, bonding and connectivity
products; and LENTON® engineered systems.
The addition of ERICO will strengthen Pentair's
business by broadening its product offering and enabling the
combined company to provide more global solutions to its end users.
ERICO will become a key growth platform within Pentair's Technical
Solutions reporting segment.
"The addition of ERICO's complementary business
will expand our presence in the commercial and industrial sectors,"
said Randall J. Hogan, Pentair Chairman and CEO. "ERICO has a
strong global business and valued brands, making it a perfect fit
for Pentair. We have similar cultures and serve similar industries
with complementary products, which will create a broader and
stronger offering for our end users. Importantly, this transaction
reflects Pentair's disciplined acquisition strategy and our ability
to identify well-managed companies that complement our product
portfolio and strengthen growing areas of our business."
"ERICO is pleased to join Pentair," said
Bill Roj, Chairman of ERICO. "The merger with Pentair will
allow ERICO to build on its strengths within an organization that
is a comfortable cultural fit while benefiting from Pentair's
advantaged capital structure. The combination will result in
tremendous global opportunities to expand sales and better serve
the companies' shared industries."
Goldman, Sachs & Co. is serving as financial
advisor to Pentair and Foley & Lardner LLP is providing legal
counsel. J.P. Morgan is serving as financial advisor to ERICO
and Jones Day is providing legal counsel.
INVESTORS CONFERENCE
CALL
Pentair Chairman and CEO Randall J. Hogan and Chief Financial
Officer John L. Stauch will discuss the acquisition on a two-way
conference call with investors at 9:00 a.m. Eastern today. A live
audio webcast of the call, along with the related presentation, can
be accessed in the Investors section of the company's website,
www.pentair.com, shortly before the call begins or by dialing
800-706-6748 or 973-638-3449 along with conference number 15126998.
A replay of the conference call will be made accessible once it
becomes available and will remain accessible through midnight on
September 18, 2015 by dialing 855-859-2056 or 404-537-3406. The
webcast presentation will be archived at the company's website
following the conclusion of the event.
ABOUT PENTAIR PLC
Pentair plc (www.pentair.com) delivers industry-leading products,
services and solutions for its customers' diverse needs in water
and other fluids, thermal management and equipment protection. With
2014 revenues of $7.0 billion, Pentair employs approximately 30,000
people worldwide.
ABOUT PENTAIR TECHNICAL
SOLUTIONS
Pentair Technical Solutions is a leading global provider of systems
and solutions that safeguard industrial controls, electrical
components, communications hardware, electronic devices, and
electrical heat management systems. Its premier brands Hoffman,
Raychem, Schroff and Tracer provide a comprehensive range of
standard, modified and custom engineered solutions for energy,
industrial, infrastructure, commercial, communications, medical,
security and defense applications.
ABOUT ERICO
In 1903,
the Electric Railway Improvement Company
(ERICO®) was created to supply power bonds, signal bonds and
related welding equipment to railroads, mining and street railway
industries.
Today, ERICO Global Company is a leading global
manufacturer and marketer of superior engineered electrical and
fastening products for electrical, mechanical and civil
applications. The company is headquartered in Solon, Ohio, USA,
with operations in 30 countries and sales and distribution
facilities worldwide. ERICO products are sold under
recognized brands: CADDY® fixing, fastening and support products;
ERICO® electrical grounding, bonding and connectivity products; and
LENTON® engineered systems.
CAUTION CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains statements that we believe to be
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical fact are forward-looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets," "plans," "believes," "expects,"
"intends," "will," "likely," "may," "anticipates," "estimates,"
"projects," "should," "would," "positioned," "strategy," "future"
or words, phrases or terms of similar substance or the negative
thereof, are forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject
to risks, uncertainties, assumptions and other factors, some of
which are beyond our control, which could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. These factors include the ability to
successfully complete the ERICO acquisition on anticipated terms
and timetable; the ability to successfully integrate and achieve
the expected benefits of the ERICO acquisition; risks related to
any unforeseen liabilities of ERICO; the ability to achieve the
benefits of planned cost take-out actions; the ability to
successfully identify, complete and integrate acquisitions; overall
global economic and business conditions; competition and pricing
pressures in the markets we serve; the strength of housing and
related markets; volatility in currency exchange rates and
commodity prices; inability to generate savings from excellence in
operations initiatives consisting of lean enterprise, supply
management and cash flow practices; increased risks associated with
operating foreign businesses; the ability to deliver backlog and
win future project work; failure of markets to accept new product
introductions and enhancements; the ability to successfully
complete the disposition of the remaining portion of the Water
Transport business on anticipated terms and timetable; the impact
of changes in laws and regulations, including those that limit U.S.
tax benefits; the outcome of litigation and governmental
proceedings; and the ability to achieve our long-term strategic
operating goals. Additional information concerning these and other
factors is contained in our filings with the U.S. Securities and
Exchange Commission, including in our 2014 Annual Report on Form
10-K. All forward-looking statements speak only as of the date of
this press release. We assume no obligation, and disclaim any
obligation, to update the information contained in this press
release.
###
PENTAIR CONTACTS:
Rebecca Osborn
Media Relations
Direct: 763-656-5580
Email: rebecca.osborn@pentair.com
Jim Lucas
Vice President, Investor Relations & Strategic
Planning
Direct: 763-656-5575
Email: jim.lucas@pentair.com
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: Pentair plc via Globenewswire
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