Allegion plc, a global security products, and solutions provider has signed a definitive agreement to acquire Stanley Access Technologies LLC (‘Access Technologies’) and assets related to the automatic entrance solutions business from Stanley Black & Decker, Inc. for $900 million in cash.
When adjusted for approximately $90 million in tax benefits, the purchase price is $810 million on a cash-free, debt-free basis. Reducing the amount paid by the tax benefits, the purchase price represents approximately 14.5x 2022E EBITDA, or approximately 12.5x including run-rate synergies.
Automatic entrance solutions
Access Technologies is a manufacturer, installer, and service provider of automatic doors in North America, primarily in the United States and Canada. Its diversified customer base centers on non-residential settings, including retail, healthcare, education, commercial offices, hospitality, and government. Access Technologies generated approximately $340 million in net sales in 2021.
Allegion will have exposure to high-growth segments across a large installed base
As a result of this acquisition, Allegion will significantly expand its breadth of access, egress, and access control solutions. In addition, Allegion will have exposure to high-growth segments across a large installed base, as well as the scale and coverage to better serve its commercial and institutional customers with automatic entrance solutions and access technologies.
Unlocking greater value
“We are excited to add the Access Technologies business to our portfolio of solutions,” said David D. Petratis, Allegion Chairman, President, and CEO. “With this acquisition, we will expand in an adjacent market segment, ultimately providing customers and end-users with a more comprehensive offering for seamless access wherever they reside, work and thrive.”
“Combining Access Technologies’ high-quality products and services with our ability to deliver value through access will significantly expand our core business and accelerate growth. Access Technologies shares a strong track record of innovation and is a market leader in its category. We look forward to welcoming the team to the Allegion family and unlocking greater value for our customers and our shareholders.”
Providing quality solutions
Allegion has a proven record of investing in its core business and driving innovation"
“Allegion has a proven record of investing in its core business and driving innovation, which will offer significant benefits for our business, employees, and customers,” said Brian Pertman, Access Technologies President, and General Manager.
“As a global industry leader in access technology and security, Allegion will provide our business with incredibly strong new end-user, architectural and specification relationships and distribution networks, as well as additional resources to take our business to the next level. We know Allegion well and believe our shared culture of providing quality solutions to customers will accelerate our business into the future.”
Compelling Strategic and Financial Benefits
Creates a more comprehensive portfolio of access solutions with the addition of automated entrances: The acquisition bolsters Allegion’s seamless access strategy with a highly complementary category market pioneer. Access Technologies is an end-to-end automatic entrance solutions provider, with a history of driving revenue growth and capturing market share through innovative product solutions and strong service excellence.
Allegion to further capitalise on the industry shift toward smart security solutions in a new category
Its high-quality portfolio will enable Allegion to expand its addressable market, while Allegion’s strength in specifications and institutional markets can fuel further growth for the automatic entrance solutions category. Allegion’s digital strategy and expertise in mobile applications and software will increase Access Technologies’ connected capabilities, also allowing Allegion to further capitalise on the industry shift toward smart security solutions in a new category.
Broader distribution capabilities
Adds installation and maintenance services: Access Technologies has an expansive service and support network in North America, which is a value driver for its category. The acquisition builds on Allegion’s earlier investments in accelerating delivery and efficiency through an expanded service centre footprint and broader distribution capabilities.
Broadens solutions for attractive end markets: Access Technologies serves a breadth of national, regional and local customers of all sizes in a variety of verticals, which are complementary to Allegion’s strengths in the American non-residential markets. It will also provide greater access for Allegion in areas of strength for the Access Technologies business.
Cross-selling opportunities
The services business is an important driver of the customer value proposition
Expands revenue through services, with a significant customer base: The acquisition adds services that provide ongoing and consistent revenue streams. The services business is an important driver of the customer value proposition and a driver of aftermarket revenue. The companies expect this acquisition to also grow Access Technologies’ services business as it capitalizes on Allegion’s broader footprint in the Americas region and as the business unit captures cross-selling opportunities within Allegion’s customer base.
This acquisition progresses Allegion’s strategy to create value ‘by securing people and assets with seamless access wherever they reside, work and thrive.’ Allegion intends to finance the transaction through a combination of cash, borrowings under its existing revolving credit facility, and new debt financing.
Customary closing conditions
Following the transaction, the net debt to adjusted EBITDA is expected to naturally de-lever over time, given strong liquidity and ongoing cash generation. Allegion has obtained fully committed financing from Goldman Sachs & Co. LLC. The transaction is not subject to a financing condition. The acquisition, which has been unanimously approved by Allegion’s Board of Directors, is expected to close in the third quarter of 2022, subject to regulatory approval and customary closing conditions.
Allegion expects to operate the Access Technologies business as part of the Allegion Americas segment
Following the close of the acquisition, Allegion expects to operate the Access Technologies business as part of the Allegion Americas segment. In the first quarter of 2022, the Allegion business, on a standalone basis, is projecting revenue of approximately $723 million and earnings per share of approximately $1.05 (with an adjusted earnings per share of approximately $1.07).
Ongoing cash generation
The company is affirming its previously reported standalone full-year 2022 outlook for earnings per share of $5.50 to $5.70 on a reported basis and $5.55 to $5.75 on an adjusted basis.
Adjustments to 2022 EPS of $0.05 per share include expected charges for restructuring and acquisition and integration expenses. More details will come on the company’s previously announced first-quarter 2022 earnings call on Tuesday, April 26, 2022. Goldman Sachs & Co. LLC is serving as a financial advisor to Allegion, and Kirkland & Ellis LLP is acting as Allegion’s legal advisor.
