NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
- Securitas enters into an agreement to acquire the Electronic Security Solutions business from
Stanley Black & Decker Inc. ("Stanley Security") for a cash purchase price of MUSD 3 200 on a debt and cash free basis, representing a multiple of approximately 13x Stanley Security's estimated adjusted EBITDA[1] 2021 including cost synergies of approximately MUSD 50, before commercial synergies and strategic benefits
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Stanley Security is a highly reputable provider of electronic security solutions with operations in 12 markets globally, expected to generate sales of nearly MUSD 1 700 in 2021, of which around 40% is recurring revenue
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The future of security is built around the combination of global presence, connected technology and intelligent use of data and, together with Stanley Security, Securitas is perfectly placed to win in this environment with an outstanding offering and client experience
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Significant commercial synergy opportunities with over 500 000 existing as well as new clients, adds significant scale and innovation potential in the attractive BUSD 70 electronic security market, and creates a leading platform to accelerate growth
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Expected to be immediately operating margin accretive to the Group on completion, create compelling cost synergy opportunities, deliver accretion in earnings per share[2] in the first full year post completion and lead to substantial operating margin improvement over time
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Fully funded through an underwritten bridge facility which is expected to be refinanced by long-term debt financing and an equity rights issue of MUSD 915[3], intended to be launched following completion. Current shareholders have in total provided commitments, declarations of intent and guarantees to subscribe for 44.6% of the rights issue
- The acquisition is expected to complete in the first half year of 2022, subject to customary regulatory approvals and closing conditions
By acquiring Stanley Security, Securitas transforms the dynamics of the security industry by creating a unique combination of presence, connected technology and intelligent use of data. Securitas' strategy is to deliver comprehensive, scalable, and innovative security solutions to meet its clients' increasingly complex security needs. Stanley Security's complementary offering of industry-leading tech-enabled security, together with complementary geographical coverage, is in perfect alignment with this ambition. The acquisition is a significant step towards Securitas achieving its ambition of doubling sales from higher margin security solutions and electronic security by 2023.
Together, Securitas and Stanley Security will benefit from a strong competitive position in commercial electronic security globally, creating more value for clients and unlocking growth as well as commercial opportunities from add-on sales, combined solutions, and outstanding innovation capabilities.
Headquartered in
"This means that Securitas becomes an exceptional player in the security industry. Together with Stanley Security, our largest acquisition in history, the profile of Securitas changes from a leading guarding company with electronic security and solutions capabilities, to a leading intelligent security solutions partner", says
"We are very excited to bring together these two iconic security companies, each with a rich history, a culture of success and with the client at the heart. We look forward to welcoming our new colleagues. The expanded competencies, expertise and leadership across the entire electronic security value chain globally, will serve our respective clients even better and significantly increase our competitive edge," says
Financial highlights
Stanley Security's sales are estimated to be nearly MUSD 1 700 in 2021, of which more than 40% is recurring revenue, with an attractive near to medium term growth rate that benefits from the structural growth of the electronic security industry and an estimated adjusted EBITDA margin of close to 12% before synergies.
The acquisition has significant commercial synergies and creates compelling cost synergies which are expected to be fully realized within three years from completion.
The acquisition represents a multiple of approximately 13x Stanley Security's estimated adjusted EBITDA 2021 including cost synergies of approximately MUSD 50, before commercial synergies and strategic benefits. The transaction is expected to be accretive to the earnings per share in the first full year post completion.
Based on Securitas last 12 months and Stanley Security's estimated 2021 sales, annual sales from the combined electronic security and solutions portfolio is estimated to MUSD 4 200, out of which MUSD 3 000 is electronic security.
Acquisition-related costs, a combination of transaction, bridge financing, integration and restructuring costs, will amount to approximately MUSD 135, of which the majority is expected to be recognized in 2022 and 2023.
Financing
The acquisition will be funded through an underwritten bridge facility provided by SEB which will be refinanced after completion by a mix of equity and long-term debt. The equity component of the refinancing will come from the proceeds of a rights issue amounting to MUSD 915, to be determined in SEK when the rights issue is resolved. The Board intends to propose the annual general meeting 2022 (the "AGM") to authorize the Board of Directors to resolve on the rights issue which Securitas intends to pursue as soon as practically possible after completion of the acquisition.
In aggregate, Securitas has received commitments and declarations of intent from current shareholders controlling 45.7% of the votes, to vote in favor of the rights issue resolutions at the AGM. Additionally, the shareholders have in total provided commitments, declarations of intent and guarantees to subscribe for 44.6% of the rights issue based on current shareholding.
A detailed time plan and conditions for the rights issue will be announced at a later stage, at the latest in conjunction with completion of the acquisition. Following the completion of the rights issue, Securitas will commence refinancing of the remaining part of the bridge facility by way of issuance in the bond markets and other sources of debt financing.
Securitas confirms it is committed to and expects to maintain its investment grade rating from
Completion
The acquisition is subject to customary regulatory approvals and closing conditions and is expected to complete during the first half year of 2022.
Advisors
Conference call
Analysts and media are invited to participate in a telephone conference today
Please use the following pin code for the telephone conference: 621 490 78#
Investor day
Due to the announced acquisition, the planned Investor Day on
This press release is also available at www.securitas.com
IMPORTANT INFORMATION
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in Securitas. Any offer in respect of any of the Securities will only be made through the prospectus that Securitas expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in
In the
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
This press release contains forward-looking statements that reflect
Further information:
Investors:
Media:
This is information that
[1] Stanley Security applies US GAAP
[2]Excluding IAC and costs associated with the Stanley Security transaction
[3]To be determined in SEK when the rights issue is resolved
[4] The agreed fee is 1% of the guaranteed amounts.
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