ABB (ABB) to Divest Mechanical Power Transmission Division (Dodge) to RBC Bearings (ROLL) for $2.9 Billion
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ABB today announced it has signed a definitive agreement to divest its Mechanical Power Transmission division (Dodge) to RBC Bearings Incorporated (Nasdaq: ROLL), for $2.9 billion in cash. The transaction will create a leading manufacturer of highly engineered, performance-critical bearings and motion control components. The transaction is expected to be completed by the end of the year 2021, subject to customary closing conditions, including regulatory review.
For more than 140 years, the Dodge business has been a leader in the design, production, and marketing of mounted bearings, enclosed gearing, and power transmission components. It offers one of the broadest portfolios of mechanical power transmission products in the market, selling to industries such as surface mining, aggregates & cement, warehousing and food & beverage.
Dodge has roughly 1,500 employees worldwide and achieved revenues of approximately $600 million for the last twelve months ending June 30, 2021, of which more than 90 percent were generated in the Americas. The operating EBITA margin was approximately 23 percent. It produces at six manufacturing sites – 5 in the U.S. and 1 in China – and its headquarter is located in Greenville, South Carolina. The president of the division is Roger Costa.
“We are delighted that Dodge has found an excellent new home with RBC Bearings, where it can continue its exciting growth story,” said ABB CEO Björn Rosengren. “This transaction further strengthens ABB’s balance sheet. In line with our capital allocation priorities, we plan to first use the proceeds from the transaction to fund organic growth, pay a rising sustainable dividend per share and make value-creating acquisitions. Furthermore, we will give an update on our plans for the Turbocharging exit and possible listing of our E-Mobility division in due course.”
“Today, we are very pleased to announce the execution of an agreement between ABB and RBC Bearings to acquire Dodge. The combination will enhance RBC Bearings’ capabilities, footprint, and customer access while increasing our exposure to Dodge’s attractive end markets. Our businesses are highly complementary, with Dodge bringing new offerings, new end markets, and more scale to the combined organization. The combined company will have an attractive position in the Aerospace, Defense and Industrial markets with a diversified client base and expansive geographic footprint,” said RBC Bearings Chairman, President and Chief Executive Officer, Dr. Michael J. Hartnett. “We look forward to welcoming Dodge’s talented team to RBC Bearings.”
ABB expects to book a non-operational pre-tax book gain of approximately $2.2 billion on the sale of Dodge. ABB also expects the transaction related cash tax outflows to be approximately $400 million.
J.P. Morgan is acting as exclusive financial adviser and Kirkland & Ellis LLP is serving as legal counsel to ABB on the transaction.
Important notice about forward-looking information
This press release contains forward-looking statements relating to the divestment by ABB of its Mechanical Power Transmission (Dodge) division. Such forward-looking statements can be identified by words such as plans, intends, expects, and other similar terms. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the divestment will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the divestment will be realized. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect ABB's business, particularly those identified in the cautionary factors discussion in ABB's Annual Report on Form 20-F. ABB undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
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