Vertiv, a global provider of critical digital infrastructure and continuity solutions, today announced that through its subsidiaries, it has entered into a definitive agreement to acquire E&I Engineering Ireland Limited and its affiliate, Powerbar Gulf LLC (“E&I”) for approximately $1.8 billion in upfront consideration plus the potential for up to $200 million in cash, based on achieving certain 2022 profit milestones. The upfront consideration consists of $1,170 million in cash and approximately $630 million of Vertiv common stock. The transaction has been unanimously approved by Vertiv’s Board of Directors and is expected to close in the fourth quarter of 2021, subject to customary closing conditions.
Founded in 1986 by Philip O’Doherty, E&I is a leading independent provider of electrical switchgear and power distribution systems, pioneering unique in-house integrated power solution designs and technology tailored to individual client project needs. With annual sales of approximately $460 million (2021E) and 2,100 employees, E&I has a long heritage in the power distribution market and deep relationships with a blue-chip customer base in more than 30 countries. E&I’s products represent a critical system of the data center power infrastructure and compete in an addressable market of about $7 billion, which is expected to grow 5% annually through 2025.
“The acquisition of E&I represents a key milestone in Vertiv’s strategy, completing our portfolio of in-building power train offerings for data centers and vital commercial and industrial markets,” said Rob Johnson, Vertiv’s Chief Executive Officer. “The combination will amplify Vertiv’s growth opportunities and profitability, while enabling Vertiv to deliver differentiated solutions that manage a customer’s entire power infrastructure as an integrated system. We look forward to adding E&I’s highly skilled team members to the Vertiv family. Our companies share a strong culture of engineering excellence and innovation and a passion for serving our customers with differentiated products and service.”
“While this deal marks the first acquisition by Vertiv since becoming a public company, our team has thoughtfully followed acquisition best practices during the process of identification, valuation, due diligence and integration planning. E&I represents a unique opportunity for Vertiv and it fits well in the Vertiv portfolio. I am excited about the potential of these two great businesses coming together as one,” said Dave Cote, Vertiv’s Executive Chairman.
“This transaction brings together two highly complementary businesses and represents a great outcome for E&I’s employees and customers,” said Philip O’Doherty, founder and Chief Executive Officer of E&I. “We are excited to join the Vertiv team and to continue to grow our business through Vertiv’s global reach, strong channel presence and great customer positioning in critical digital infrastructures.”
Compelling Strategic and Financial Benefits
• Highly Complementary Product Portfolio with Differentiated Technology. E&I’s products in critical power switchgear, UPS input and output switch gear and busway fill the remaining gaps in the Vertiv critical power infrastructure offering.
• Broad Global Customer Base. Together, Vertiv and E&I will serve some of the world’s leading hyperscale cloud and colocation companies that are increasingly looking to suppliers to have a full “powertrain” capability and flexible power deployment options to support increasingly demanding power requirements.
• Significant Geographic Expansion Potential. E&I today competes in North America, Europe and the Middle East. This transaction provides the opportunity to leverage Vertiv’s footprint outside of the United States, particularly in Europe and Asia to rapidly expand penetration with new customers.
• Attractive Cost and Revenue Synergies. The combination is expected to yield excellent sales synergies; however no sales synergies are contemplated in the base financial model so they represent incremental upside. Vertiv expects to realize approximately $18 million in pre-tax run rate cost synergies within three years of close. Cost synergies will come from a combination of procurement, general, administrative and product costs. Revenue synergy opportunities are driven by highly complementary customers and products to support cross-selling and integrated solutions for each company’s customers.
• Accretive to Vertiv’s Financial Profile. The transaction is expected to be accretive to Vertiv’s organic growth, adjusted operating margins, cash flow and EPS in 2022.
Vertiv plans to finance the transaction with cash on hand and new debt financing, supported by committed financing. At the close of the transaction, Vertiv expects an adjusted net leverage ratio of about 3.4x net debt to adjusted EBITDA, which is expected to de-lever to approximately 2.3x by year end 2022. The company expects the transaction to close in the fourth quarter of 2021 subject to receipt of regulatory approvals and satisfaction of customary closing conditions.