dormakaba has signed an agreement to acquire certain Mechanical Security businesses from Stanley Black & Decker for a total consideration of USD 725 million in cash. The transaction encompasses Stanley Commercial Hardware spanning mainly across North America and including a production facility in Taiwan; as well as GMT in China. Sargent and Greenleaf, a safe lock provider that also forms part of Stanley Black & Decker’s Mechanical Security business, is not included in the transaction.
Riet Cadonau, CEO of dormakaba states, “This transaction builds on the dormakaba merger, which boosted our global market position, and the Mesker acquisition, which will expand our North America offering to cover essential door components including manual doors. Now with this strategic opportunity to acquire Stanley Commercial Hardware, we will add scale, becoming a top-three provider in the North American market that can offer the full portfolio of door hardware and access control solutions to our customers.”
Subject to customary closing conditions, completion of the transaction is expected in the first quarter of 2017. Full operational integration is expected to take up to three years, starting with the carve-out process of the acquired business from Stanley Black & Decker and integration of the back-end functions into dormakaba. The dormakaba post-merger integration process in North America as well as in Asia is advanced to allow to follow through with this strategic acquisition.
Strategic acquisition of a scalable business in North America
Stanley Commercial Hardware employs around 1,000 staff and operates with three main brands, including the BEST brand, a recognized security name in the market. Their range of mechanical products and security solutions as well as wireless and cloud-based electronic locks are installed in over 350,000 end-user sites across North America, providing dormakaba with a stable repeat business, amongst other benefits.
Stanley Commercial Hardware also has a track record in terms of new construction projects, which reflects in its established base of specification writers providing consultation on access and security solutions early in the building cycle. This will allow dormakaba to take part in additional construction bids and to compete in new projects with a complete product offering.
In terms of vertical markets, Stanley Commercial Hardware has a position in growing verticals such as education and healthcare, which will complement dormakaba’s position in hospitality, multi-housing, and government.
Furthermore, the acquisition will provide selected portfolio improvements such as master key systems and hinges as well as ANSI-certified products manufactured in Stanley’s Taiwan production facility, which is part of the acquisition. With more product breadth and additional channel relationships with geographically-based contract hardware distributors and wholesalers, dormakaba will be able to exploit its new portfolio.
Michael Kincaid, COO Access Solutions Americas of dormakaba says, “Thanks to Stanley Commercial Hardware’s installed base and spec writing capabilities, we will also be able to exploit cross-selling opportunities in the future. With the North American market still relying on mechanical solutions, dormakaba will be in a position to meet evolving customer demands for electronic upgrades and cloud-based solutions including mobile credential technology.”
China-based GMT, which is also included in the acquisition, employs around 600 staff. It is an established provider of commercial hardware products primarily for the mid- and lower price point markets. GMT is a known brand for glass door floor hinges and door hardware in China.
Value enhancement and financing
The overall business to be acquired will post estimated net sales of approximately $276 million and adjusted EBITDA of approximately $52 million, resulting in an EBITDA margin of approximately 19 percent for 2016E. For the Commercial Hardware business, 2016E net sales are approximately $229 million, adjusted EBITDA is approximately $51 million. For GMT in China, 2016E net sales are approximately $48 million, adjusted EBITDA is approximately $2 million.
The transaction is expected to be neutral to EBITDA margin of dormakaba from closing, and accretive from full year 2019/2020 onwards. With regard to earnings per share, the transaction is expected to be EPS accretive from day one.
The acquisition implies a pre-synergies EV/EBITDA multiple of 13.8 times on a 2016E basis (9 times multiple post expected revenue and cost synergies to be achieved within four years, and tax benefits).
The acquisition will be fully debt financed by an increase in the existing syndicated bank credit facility.
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