dormakaba has signed an agreement to acquire certain mechanical security businesses from Stanley Black & Decker for a total consideration of $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, said, “This transaction builds on the dormakaba merger, which boosted our global market position, and the recently completed Mesker acquisition, which will expand our North America offering to cover all essential door components including manual doors. Now with this unique strategic opportunity to acquire Stanley Commercial Hardware, we will add substantial scale, becoming a top-three provider in the attractive 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.
Stanley Commercial Hardware employs around 1,000 staff and operates with three main brands, including the “BEST” brand. Their broad range of mechanical products and security solutions as well as wireless and cloud-based electronic locks are installed in more than 350,000 end-user sites across North America.
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 unique portfolio, the company reported in a press release.
Michael Kincaid, COO Access Solutions Americas of dormakaba, said, “Thanks to Stanley Commercial Hardware’s large installed base and spec writing capabilities, we will also be able to exploit interesting cross-selling opportunities in the future. With the North American market still relying on mechanical solutions, dormakaba will be in an excellent 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 provider of glass door floor hinges and door hardware in China.
The overall business to be acquired will post estimated net sales of approximately $276 million, dormakaba reported, and adjusted EBITDA of approximately $52 million, resulting in an EBITDA margin of approximately 19 percent for 2016 (est.). For the Commercial Hardware business, 2016 estimated net sales are approximately $229 million, adjusted EBITDA is approximately $51 million. For GMT in China, 2016 estimated 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 onward. With regard to earnings per share, the transaction is expected to be EPS accretive from day one.
The acquisition will be fully debt financed by an increase in the existing syndicated bank credit facility.