CORK, Ireland, March 16, 2017 /PRNewswire/ -- Johnson
Controls (NYSE: JCI) today announced that it has signed a
definitive agreement to sell its Scott Safety business to 3M in a
cash transaction valued at approximately $2.0 billion.
Scott Safety is a leader in the design, manufacture and sale of
high performance respiratory protection, gas and flame detection,
thermal imaging and other critical products for fire services, law
enforcement, industrial, oil & gas, chemical, armed forces, and
homeland defense end markets. The business is headquartered in
Monroe, North Carolina, with
approximately 1,500 employees globally.
"We are pleased to announce the sale of Scott Safety to 3M in a
mutually beneficial strategic transaction," said Alex Molinaroli, Johnson Controls chairman and
CEO. "Consistent with our priority to focus the portfolio on our
two core platforms of Buildings and Energy, we continue to execute
on our strategic plan, which positions us to deliver a 12 percent
to 15 percent earnings per share CAGR by fiscal 2020."
On a trailing 12-month basis, Scott Safety generated sales of
approximately $570 million and
earnings before interest, taxes, depreciation and amortization
(EBITDA) of approximately $155
million. Johnson Controls plans to offset dilution from this
transaction, including increasing its share repurchase program
during the remainder of fiscal 2017, and will provide additional
details during the quarterly earnings call to be held in April.
"Scott Safety is a leader in the fire safety solutions market,
with a strong management team and highly dedicated employees," said
George Oliver, Johnson Controls
chief operating officer. "We thank them for their significant
contributions over the years and believe this transaction positions
them for long-term success at 3M."
Net cash proceeds from the transaction are expected to
approximate $1.8 to $1.9 billion, and
will be used to repay a portion of Tyco International Holding
Sarl's $4.0 billion of merger related
debt. The purchase price translates to approximately 13 times Scott
Safety's trailing 12-month EBITDA. The transaction is expected to
close in the second half of calendar 2017, subject to customary
closing conditions including required regulatory approval.
Centerview Partners acted as Johnson Controls' financial advisor
in connection with this transaction, and Simpson Thacher &
Bartlett and Axinn, Veltrop & Harkrider acted as legal
counsel.
About Johnson Controls:
Johnson Controls is a global diversified technology and multi
industrial leader serving a wide range of customers in more than
150 countries. Our 130,000 employees create intelligent buildings,
efficient energy solutions, integrated infrastructure and next
generation transportation systems that work seamlessly together to
deliver on the promise of smart cities and communities. Our
commitment to sustainability dates back to our roots in 1885, with
the invention of the first electric room thermostat. We are
committed to helping our customers win and creating greater value
for all of our stakeholders through strategic focus on our
buildings and energy growth platforms. For additional information,
please visit http://www.johnsoncontrols.com or follow us
@johnsoncontrols on Twitter.
Johnson Controls Cautionary Statement Regarding
Forward-Looking Statements:
Johnson Controls International plc has made statements in this
communication that are forward-looking and therefore are
subject to risks and uncertainties. All statements in this document
other than statements of historical fact are, or could
be, "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. In this
communication, statements regarding
Johnson Controls' future financial position, sales,
costs, earnings, cash flows, other measures of results of
operations, synergies and integration opportunities,
capital expenditures, debt levels, share repurchases and
acquisition and divestiture activity are forward-looking
statements. Words such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," "should," "forecast,"
"project" or "plan" and terms of similar meaning are also
generally intended to identify forward-looking
statements. However, the absence of these words does not mean
that a statement is not forward-looking. Johnson Controls
cautions that these statements are subject to numerous important
risks, uncertainties, assumptions and other factors, some of which
are beyond Johnson Controls' control, that could cause
Johnson Controls' actual results to differ
materially from those expressed or implied by such forward-looking
statements, including, among others, risks related
to: any delay or inability of Johnson Controls to
realize the expected benefits and synergies of portfolio
transactions (such as the merger with Tyco and the spin-off
of Adient), changes in tax laws, regulations, rates,
policies or interpretations, the loss of key senior
management, the tax treatment of portfolio
transactions, significant transaction costs and/or
unknown liabilities associated with such transactions, the
outcome of actual or potential litigation relating
to such transactions, the risk that disruptions
from portfolio transactions will harm Johnson Controls'
business, the strength of the U.S. or other economies,
energy and commodity prices, the availability of raw materials and
component products, currency exchange rates, cancellation of or
changes to commercial arrangements, and capital market disruptions.
A detailed discussion of risks related to Johnson Controls'
business is included in the section entitled "Risk Factors" in
Johnson Controls' Annual Report on Form 10-K for the 2016 year
filed with the SEC on November 23,
2016, and in the quarterly reports on Form 10-Q filed with
the SEC after such date, and available at www.sec.gov and
www.johnsoncontrols.com under the "Investors" tab. Shareholders,
potential investors and others should consider these factors in
evaluating the forward-looking statements and should not place
undue reliance on such statements. The forward-looking statements
included in this communication are made only as of the
date of this document, unless otherwise specified, and, except as
required by law, Johnson Controls assumes no obligation, and
disclaims any obligation, to update such statements to reflect
events or circumstances occurring after the date of this
communication.
CONTACT:
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Investors:
Antonella
Franzen
(609)
720-4665
Ryan
Edelman
(609)
720-4545
Media:
Fraser
Engerman
(414)
524-2733
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SOURCE Johnson Controls