DuPont (NYSE: DD) today announced that it has entered into a definitive agreement with Advent International, one of the world's largest private equity firms, to acquire Laird Performance Materials for $2.3 billion, which will be paid from existing cash balances. The transaction is expected to close in the third quarter of 2021, subject to regulatory approvals and other customary closing conditions.
Laird Performance Materials is a global specialist in high-performance electromagnetic shielding and thermal management with a comprehensive offering of performance components and solutions that manage heat and protect devices from electromagnetic interference. Laird has a workforce of over 4,300 employees with a global network of 11 manufacturing sites in North America, Europe, and Asia and 2020 revenues of $465 million.
Per a Dupont press announcement of the acquistion: "Laird Performance Materials has consistently delivered high single-digit growth rates and highly attractive gross and adjusted EBITDA margins (~50% and ~30%, respectively). With strong growth and a best-in-class financial profile, Laird Performance Materials is aligned with DuPont's strategic objective of shifting its portfolio increasingly towards differentiated products in attractive markets with long-term secular growth trends."
Ed Breen, executive chairman and CEO of DuPont, stated, "The acquisition of Laird Performance Materials is a significant step in advancing DuPont's strategy to grow as a global innovation leader and premier multi-industrial company. Laird Performance Materials is a strategic and complementary addition to [DuPont's] Electronics & Industrial (E&I) business, and our applied material science expertise together with Laird Performance Materials' industry-leading application engineering capabilities further strengthens DuPont as an essential partner for major electronics OEMs and manufacturers. We look forward to welcoming Laird Performance Materials' highly talented teams. With an expanded global reach and proven operational and technical capabilities, I'm confident the combined E&I team will deliver compelling revenue synergies and further accelerate our journey towards becoming a faster-growing and more profitable company."
The transaction brings together DuPont's technology portfolio in films, laminates, and plating chemistry with Laird Performance Materials' electromagnetic shielding and thermal management solutions. With a best-in-class innovation and product portfolio, the combined organization expects to be a leader in rapidly growing advanced electronics applications supporting smart/autonomous vehicles, 5G telecommunications, artificial intelligence, internet of things, and high-performance computing.
Strong capabilities in material science and application engineering along with an expanded customer base are expected to significantly increase customer speed-to-market, create new efficiencies in development of multi-functional solutions, and provide high value next-generation products that will deliver incremental revenue synergies over the next several years. After the merger, DuPont says it will be uniquely positioned to engage across value chains to address the increasingly complex challenges leading OEMs face in thermal management, signal integrity, miniaturization, power management, and reliability.
Shonnel Malani, a managing director at Advent International, stated, "Laird Performance Materials is an outstanding business. Following a strategic refocus and investment in the company's product offerings and talent, the business has achieved strong growth. We believe that DuPont will be an excellent partner for Laird Performance Materials. The combined organization will be ideally placed to provide customers with a unique and broad range of comprehensive and innovative solutions."
DuPont expects to realize approximately $60 million in pre-tax run-rate cost synergies by the end of 2024 with the majority realized in the first 18 months post-closing. The estimated one-time cost to achieve these synergies is approximately $40 million. After adjusting for one-time costs and deal-related amortization, DuPont expects the deal to be accretive to its operating EBITDA margins, free cash flow, and adjusted EPS within the first 12 months and to achieve high single-digit ROIC by year five. The enterprise value multiple of the transaction is approximately 15x estimated 2021 EBITDA on a stand-alone basis and approximately 11x including cost synergies.
"This transaction represents another strategic step forward in sharpening our focus and directing our investments towards high-value, high-growth opportunities. We remain committed to a balanced capital allocation policy that delivers strong returns to shareholders and includes organic growth, targeted M&A, and shareholder remuneration," concluded DuPont's CEO Breen.
J.P. Morgan is serving as DuPont's financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel. Morgan Stanley & Co. International plc and Rothschild & Co. are serving as Advent International's financial advisors and Weil, Gotshal & Manges LLP is serving as legal counsel. Learn more at www.dupont.com.