WILMINGTON, Del., March 8, 2021 /PRNewswire/ -- DuPont (NYSE:
DD) today announced that it has entered into a definitive agreement
with Advent International, one of the world's largest private
equity firms, to acquire Laird Performance Materials for
$2.3 billion which will be paid from
existing cash balances. The transaction is expected to close in the
third quarter of 2021, subject to regulatory approvals and other
customary closing conditions.
Laird Performance Materials is a world leader in
high-performance electromagnetic shielding and thermal management
with a comprehensive offering of performance components and
solutions that manage heat and protect devices from electromagnetic
interference. Laird Performance Materials has a workforce of over
4,300 employees with a global network of 11 manufacturing sites in
North America, Europe, and Asia and 2020 revenues of $465 million. Laird Performance Materials has
consistently delivered high single-digit growth rates and highly
attractive gross and adjusted EBITDA margins (~50% and ~30%,
respectively). With strong growth and a best-in-class financial
profile, Laird Performance Materials is aligned with DuPont's
strategic objective of shifting its portfolio increasingly towards
differentiated products in attractive markets with long-term
secular growth trends.
Ed Breen, Executive Chairman and Chief Executive Officer of
DuPont, stated, "The acquisition of Laird Performance Materials is
a significant step in advancing DuPont's strategy to grow as
a global innovation leader and
premier multi-industrial company. Laird Performance
Materials is a strategic and complementary addition to the
Electronics & Industrial (E&I) business, and our applied
material science expertise together with Laird
Performance Materials' industry-leading application engineering
capabilities further strengthens DuPont as an essential
partner for major electronics OEMs and manufacturers. We look
forward to welcoming Laird Performance Materials' highly talented
teams. With an expanded global reach and proven operational
and technical capabilities, I'm confident the combined E&I team
will deliver compelling revenue synergies and further accelerate
our journey towards becoming a faster-growing and more profitable
company."
The transaction brings together DuPont's technology portfolio in
films, laminates, and plating chemistry with Laird Performance
Materials' electromagnetic shielding and thermal management
solutions. With a best-in-class innovation and product portfolio,
the combined organization will be a leader in rapidly growing
advanced electronics applications supporting smart/autonomous
vehicles, 5G telecommunications, artificial intelligence, internet
of things, and high-performance computing. Strong capabilities
in material science and application engineering along with an
expanded customer base are expected to significantly increase
customer speed to market, create new efficiencies in development of
multi-functional solutions, and provide high value next-generation
products that will deliver incremental revenue synergies over the
next several years. DuPont will be uniquely positioned to
engage across value chains to address the increasingly complex
challenges leading OEMs face in thermal management, signal
integrity, miniaturization, power management, and reliability.
Shonnel Malani, a Managing
Director at Advent International, stated, "Laird Performance
Materials is an outstanding business. Following a strategic refocus
and investment in the company's product offerings and talent, the
business has achieved strong growth. We believe that DuPont will be
an excellent partner for Laird Performance Materials. The combined
organization will be ideally placed to provide customers with a
unique and broad range of comprehensive and innovative
solutions."
DuPont expects to realize approximately $60 million in pre-tax run-rate cost synergies by
the end of 2024 with the majority realized in the first 18 months
post-closing. The estimated one-time cost to achieve these
synergies is approximately $40
million. After adjusting for one-time costs and deal-related
amortization, DuPont expects the deal to be accretive to its
operating EBITDA margins, free cash flow, and adjusted EPS within
the first 12 months and to achieve high single-digit ROIC by year
five. The enterprise value multiple of the transaction is
approximately 15x estimated 2021 EBITDA on a stand-alone basis and
approximately 11x including cost synergies.
"This transaction represents another strategic step forward in
sharpening our focus and directing our investments towards
high-value, high-growth opportunities. We remain committed to a
balanced capital allocation policy that delivers strong returns to
shareholders and includes organic growth, targeted M&A, and
shareholder remuneration," said Breen.
Advisors
J.P. Morgan is serving as DuPont's financial advisor and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel. Morgan Stanley & Co. International plc and
Rothschild & Co. are serving as Advent International's
financial advisors and Weil, Gotshal & Manges LLP is serving as
legal counsel.
About DuPont
DuPont (NYSE: DD) is a global innovation leader with
technology-based materials and solutions that help transform
industries and everyday life. Our employees apply diverse science
and expertise to help customers advance their best ideas and
deliver essential innovations in key markets including electronics,
transportation, construction, water, healthcare and worker safety.
More information about the company, its businesses and solutions
can be found at www.dupont.com. Investors can access information
included on the Investor Relations section of the website at
investors.dupont.com.
About Advent International
Founded in 1984, Advent International is one of the largest and
most experienced global private equity investors. The firm has
invested in over 350 private equity transactions in 41 countries,
and as of September 30, 2020, had
$66.2 billion in assets under
management. With 15 offices in 12 countries, Advent has established
a globally integrated team of over 200 investment professionals
across North America, Europe, Latin
America, and Asia. The firm
focuses on investments in five core sectors, including business and
financial services; health care; industrial; retail, consumer and
leisure; and technology. After 35 years dedicated to international
investing, Advent remains committed to partnering with management
teams to deliver sustained revenue and earnings growth for its
portfolio companies.
For more information, visit www.adventinternational.com or
www.linkedin.com/company/advent-international
Cautionary Statement Regarding Forward Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "seek," "see," "will," "would," "target," and similar
expressions and variations or negatives of these words.
On April 1, 2019, the Company
completed the separation of the materials science business through
the spin-off of Dow Inc., ("Dow") including Dow's subsidiary The
Dow Chemical Company (the "Dow Distribution"). On June 1, 2019, the Company completed the
separation of the agriculture business through the spin-off of
Corteva, Inc. ("Corteva") including Corteva's subsidiary E. I. du
Pont de Nemours and Company ("EID"), (the "Corteva Distribution and
together with the Dow Distribution, the "DWDP Distributions").
On February 1, 2021 the Company
completed the divestiture of the Nutrition & Biosciences
("N&B") business to International Flavors & Fragrance Inc.
("IFF") in a Reverse Morris Trust transaction (the "N&B
Transaction") that resulted in IFF issuing shares to DuPont
stockholders.
On March 8, 2021, DuPont announced
entry into a definitive agreement to acquire the Laird Performance
Materials business, subject to regulatory approval and customary
closing conditions, (the "proposed Laird PM Acquisition").
Forward-looking statements address matters that are, to varying
degrees, uncertain and subject to risks, uncertainties and
assumptions, many of which that are beyond DuPont's control, that
could cause actual results to differ materially from those
expressed in any forward-looking statements. Forward-looking
statements are not guarantees of future results. Some of the
important factors that could cause DuPont's actual results to
differ materially from those projected in any such forward-looking
statements include, but are not limited to: (i) ability to achieve
expectations regarding the timing, completion, integration, and
accounting and tax treatments related to the proposed Laird
PM Acquisition; (ii) the ability to achieve expected benefits,
synergies and operating efficiencies in connection with the
proposed Laird PM Acquisition within the expected time frames or at
all or to successfully integrate the Laird Performance Materials
business; (iii) ability to achieve anticipated tax treatments in
connection with the N&B Transaction or the DWDP Distributions;
(iv) changes in relevant tax and other laws; (v) indemnification of
certain legacy liabilities of EID in connection with the Corteva
Distribution; (vi) risks and costs related to the performance
under and impact of the cost sharing arrangement by and between
DuPont, Corteva and The Chemours Company related to future eligible
PFAS costs; (vii) failure to effectively manage acquisitions,
divestitures, alliances, joint ventures and other portfolio
changes, including meeting conditions under the Letter
Agreement entered in connection with the Corteva Distribution,
related to the transfer of certain levels of assets and businesses;
(viii) uncertainty as to the long-term value of DuPont common
stock; (ix) risks and uncertainties related to the novel
coronavirus (COVID-19) and the responses thereto (such as voluntary
and in some cases, mandatory quarantines as well as shut downs and
other restrictions on travel and commercial, social and other
activities) on DuPont's business, results of operations, access to
sources of liquidity and financial condition which depend on highly
uncertain and unpredictable future developments, including, but not
limited to, the duration and spread of the COVID-19 outbreak, its
severity, the actions to contain the virus or treat its impact, and
how quickly and to what extent normal economic and operating
conditions resume; and (x) other risks to DuPont's business,
operations; each as further discussed in detail in and results of
operations as discussed in DuPont's annual report on Form
10-K for the year ended December 31,
2020 and its reports on Form 10-Q and Form 8-K. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business or supply chain disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on DuPont's
consolidated financial condition, results of operations, credit
rating or liquidity. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. DuPont assumes no obligation to publicly provide
revisions or updates to any forward-looking statements whether as a
result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
DuPont™, the DuPont Oval Logo, and all trademarks and service
marks denoted with ™, SM or ® are owned by affiliates of DuPont de
Nemours, Inc. unless otherwise noted.
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SOURCE DuPont