Fluidra S.A. (BME:FDR), a Spanish listed multinational group
serving the residential and commercial pool and wellness sector,
and Zodiac Pool Solutions (“Zodiac”), a global manufacturer of
residential pool equipment and connected pool solutions, have
agreed to merge.
A photo accompanying this announcement is available
at http://www.globenewswire.com/NewsRoom/AttachmentNg/06e7912f-aba7-4fa9-9241-b4d0e8ca968f
The merger is expected to close in the first
half of 2018. Fluidra will maintain global headquarters in Sabadell
(Barcelona), Spain and North American headquarters in Vista (San
Diego), California. Fluidra Executive President Eloi Planes will
serve as Executive Chairman of its Board of Directors, while Zodiac
CEO Bruce Brooks will serve as the company’s CEO.
The combined company will keep Fluidra’s name
and public listing on the Spanish stock exchange, employ a
workforce of 5,500 dedicated pool industry professionals and
operate an expansive global footprint stretching across more than
45 countries in North America, Europe, Australia, Asia, South
America and Africa, with the US representing its largest market.
Sales will total €1.3 billion with combined EBITDA of €210 million,
improving margins and cash flow profile.
The merged organization will offer a
significantly expanded product portfolio that includes some of the
most widely recognized and respected global pool brands, including
Zodiac®, Jandy® Pro Series, Polaris®, AstralPool®, Cepex®, Gre® and
CTX Professional®. Additionally, with its expanded resources, the
new company will be positioned to accelerate innovation to meet
market demand for more efficient, customer-focused solutions in
growing fields like robotics and the Internet of Things.
Zodiac brings to the merger its strong position
in North America and a dedicated focus on residential pool
solutions, while Fluidra brings its strength in Europe, Australia,
Asia, South America and Africa, plus a product portfolio that
includes commercial as well as residential pool products. Combining
these complementary geographical strengths and areas of expertise
will result in a new organization able to offer innovative
solutions on a global basis for the total pool market – from
residential to commercial projects.
“By combining Fluidra and Zodiac, we will build
a strong and exciting platform from which to better serve our
customers, develop user-driven sustainable innovations and create
opportunities for our people and our dealers,” said Fluidra
Executive President Eloi Planes. “This merger will create
significant value for all our shareholders.”
“This will be a merger between two industry
leaders with a shared customer-centered vision, a commitment to
innovation and a clear and complementary set of values,” said
Zodiac CEO Bruce Brooks. “We will have expanded reach into growing
global markets and the ability to accelerate product development
and better meet our customers’ needs worldwide.”
The Boards of Directors of Fluidra and Zodiac
unanimously support the formation of this new company. In
connection with the transaction, Fluidra’s founding families have
entered into a shareholders’ agreement with affiliates of Rhône
Capital, current equity holders of Zodiac; these parties will
respectively hold 29 percent and 42 percent of the combined
company’s shares at closing. This stable group of core shareholders
is focused on value creation going forward, and has agreed to
customary share transfer restrictions. The shareholders of the
combined entity will be represented by an enlarged board of
directors consisting of 12 members: four independent, four
nominated by the founding families and four nominated by Rhône
Capital.
The transaction is subject to the approval of
Fluidra's shareholders, as well as other customary conditions
including merger control clearances and the exemption by the
Spanish stock market regulator (CNMV) of Rhône Capital launching a
mandatory takeover bid following completion of the merger.
Citigroup is acting as financial advisor to
Fluidra and Credit Suisse is acting as financial advisor to Zodiac.
Garrigues is acting as legal advisor to Fluidra and Linklaters is
acting as legal advisor to Zodiac.
About FluidraFluidra is a
Spanish listed multinational group devoted to the pool and wellness
sector, with a focus on developing leading products and
applications for the commercial and residential pool markets. The
company operates via subsidiaries in 45 countries and under the
leading brands of AstralPool®, Cepex®, CTX Professional® and Gre®.
To learn more about Fluidra, please visit www.fluidra.com.
About ZodiacZodiac, a Rhône
Capital portfolio company, is a global manufacturer of residential
pool equipment and connected pool solutions. The company has a rich
heritage of innovation excellence dating back more than 100 years,
and markets its product lines under the leading brand names of
Zodiac®, Polaris®, Jandy® Pro Series, Nature2®, Caretaker™, SAVI®,
Grand Effects® and Cover-Pools®. To learn more about Zodiac, please
visit www.zodiac.com.
About Rhône CapitalWith over 20
years of investing experience, Rhône Capital and its affiliates
comprise a global alternative investment management firm with
approximately €5 billion in assets under management. The firm
focuses its private equity investments in market leading businesses
with a pan-European or transatlantic presence and global growth
opportunities. Rhône Capital, which is currently investing capital
from its fifth private equity fund, has invested in a diversified
portfolio of companies including those in the chemical, consumer
product, food, industrial packaging, specialty material, business
services and transportation sectors.
Fluidra media contact:
(for Europe, Australia,
Asia, LatAm and Africa)
David Monfort
dmonfort@atrevia.com
+34 689 912 622
Inés Solà
isola@atrevia.com
+34 606 79 13 12
Zodiac media contact:
(for US / Canada)
Julie Wright
jwright@wrightoncomm.com
+1 760 419 4664