Milestone, which is a frontrunner in the US AV infrastructure and power business, has built its success on disciplined acquisitions of leading well-known brands: Chief, #1 in commercial AV mounts; Sanus #1 in residential AV mounts; and Da-Lite, #1 in projector screens. Over 75% of Milestone sales are generated by products that rank #1 or #2 on their markets. Combined with Legrand\u2019s #1 positions in AV enclosures in the US under the Middle Atlantic Products brand, Milestone will enable the Group to provide US customers with scalable, end-to-end offerings on a market driven by both social megatrends (communication, security, distance and collaborative working etc.) and technological megatrends (digitalization, new display technologies, streaming technologies etc.).
\nOngoing R&D efforts (more than 100 professionals in engineering and product development, over 360 patents and more than 5,000 SKUs) focusing on AV integrators\u2019 needs \u2013 safety, ease of installation, reliability \u2013 and a customer-centric approach (100 direct sales & technical support and 90 dedicated customer care personnel, digital best customer training, excellent delivery service) have helped develop strong customer loyalty and made Milestone\u2019s brands the \u201cpreferred partner\u201d for about 80% of the SCN2 top 50 AV integrators.
\nMilestone has also built lasting trust-based ties with strong distribution channels offering wide geographical coverage and access to a variety of end markets (corporate, hospitality, houses of worship, education, government and retail stores\/restaurants). These have helped distribute Milestone products both efficiently and widely.
\nMoreover, Milestone has an active CSR3 policy based on three pillars: environmental responsibility through eco-friendly product development and three ISO-14001-certified operating facilities; socially responsible sourcing with robust CSR3 audit programs of its supplier base as well as safety and responsible practices by suppliers; and community involvement through special consideration for activities in which Milestone employees are involved.
\nBased in Eden Prairie, Minnesota, Milestone recorded 2016 revenues of $464m, 90% in North America. Over the same period, adjusted4 operating5 profit and free cash flow5 stood at respectively 21% and 12.5% of sales. Milestone has about 1,000 employees and has locations in the United States, Canada, China, Hong-Kong, Australia and the Netherlands.
\nA synergetic move with Legrand
\nLegrand\u2019s acquisition6 of Milestone should generate mid-term sales synergies. Milestone\u2019s strong relationship with 6,000 professional AV dealers should build up Legrand\u2019s existing basis of about 3,500 dealer relationships tied to its Middle Atlantic Products brand. Likewise, Legrand\u2019s strong relationship with electrical, IT and data communication distributors could allow Milestone to move in these distribution channels. With locations in North America, Europe and Asia, Milestone could offer Legrand opportunities to expand its AV infrastructure and power business into new geographical areas.
\nResulting operations should also benefit from short to mid-term cost synergies stemming from (i) direct and indirect sourcing with scope for combining purchasing platforms, (ii) streamlining of production facilities particularly in Asia, and (iii) opportunities to optimize administrative areas.
\n1 Legrand\u2019s accessible market is now estimated at more than $115bn, split between electrical infrastructure for less than $100bn and digital infrastructures for more than $15bn.
\n2 Systems Contractor News.
\n3 Corporate Social Responsibility.
\n4 Adjusted Legrand definition: adjusted for amortization and depreciation of revaluation of assets at the time of acquisitions and for other P&L impacts relating to acquisitions and, where applicable, for impairment of goodwill.
\n5 Excluding non-recurring items.
\n6 Subject to standard conditions precedent.<\/div>\n<\/div>\n<\/div>\n
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Financial rationale
\nLegrand is acquiring1 Milestone for an Enterprise Value (EV) of $950m, net of a discounted US tax benefit of $250m2, resulting from standard goodwill amortization starting in 2017. Legrand\u2019s cash tax rate and free cash flow will benefit fully from this tax gain which will have no impact on Legrand\u2019s IFRS P&L (either on income tax rate or net income).
\nBased on this EV of $950m, the Milestone acquisition1 meets all of Legrand\u2019s financial criteria:<\/p>\n
\n- – \u00a02016 EV\/EBITDA3 of around 9.0x;<\/li>\n
- – \u00a0mid to high single digit accretion on EPS before PPA4;<\/li>\n
- – \u00a0value creation within three to five years.Legrand should keep a robust balance sheet structure with an expected post-deal net debt\/ EBITDA5 ratio of less than 2. The financing of the Milestone acquisition1, which ultimately will be made via new debt, is fully secured in the short term by a commitment letter for a bridge-to-bond loan and by Legrand\u2019s existing credit facilities.Milestone ticks all the boxes of Legrand\u2019s key fundamentalsThe acquisition1 of Milestone represents a strategic move for Legrand based on the two companies\u2019 strong business complementarities. Driven by sustained social and technological megatrends, both Legrand and Milestone have built strong leading positions in their respective markets.Legrand and Milestone products are known for their reliability, ease of installation, valuable design and functionalities, and although they represent a small share of installation costs, they are critical to the overall infrastructure in which they are installed. Both Legrand and Milestone thus focus on innovation. In particular, Milestone\u2019s annual R&D to sales ratio is consistent with Legrand\u2019s long-term average ambition of 4% to 5%. Along with technical excellence, best-in-class customer relationships based on training, technical support and short lead-time have built lasting customer loyalty to both companies\u2019 brands.Lastly, both Legrand and Milestone have overall strategies aiming at robust financial discipline but also take an integrated approach to their respective businesses through strong CSR6 commitments.————————<\/li>\n<\/ul>\n<\/div>\n<\/div>\n
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1 Subject to standard conditions precedent.
\n2 Discounted at a rate of 7.0% over the period of goodwill amortization (15 years). The gross amount of the tax benefit is $400m. 3 Excluding non-recurring items.
\n4 Purchase Price Allocation.
\n5 Including Milestone\u2019s EBITDA on a full year basis.
\n6 Corporate Social Responsibility.<\/div>\n<\/div>\n<\/div>\n
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AUDIO WEBCAST<\/p>\n
\n- \uf0b7 \u00a0A live and replay teleconference on the Milestone acquisition1 will take place on June 28, 2017, at 8.45 am CET (Paris time)<\/li>\n
- \uf0b7 \u00a0The teleconference will be available on Group website: http:\/\/www.legrand.com\/EN\/ Key financial dates<\/li>\n<\/ul>\n<\/div>\n<\/div>\n