Carlisle Companies to Acquire Accella Performance Materials

• Adds over $400 million to Carlisle Construction Materials’ Building
  Envelope presence
• Excellent platform to further penetrate the ~$15B global
  construction related polyurethane market
• Spray Polyurethane Foam (SPF) and Liquid Applied Roofing (LAR)
  markets experiencing greater than double-digit growth rates
• Significant synergies of $30 million expected

SCOTTSDALE, Ariz.–(BUSINESS WIRE)–Carlisle Companies Incorporated (NYSE:CSL), a global leader in
commercial and industrial building envelope products through its
Carlisle Construction Materials (CCM) operating segment, announced today
that it has entered into a definitive purchase agreement to acquire
Accella Performance Materials, the premier specialty polyurethane
platform, from Arsenal Capital Partners for $670 million in cash.

Accella Performance Materials offers a wide range of polyurethane
products and solutions across a broad diversity of markets and
applications. Accella, headquartered in Maryland Heights, Missouri, has
annualized revenue of approximately $430 million with pre-synergy
estimated transaction EBITDA margins approaching 15%. First year EPS
accretion is expected to be $0.09. Transaction EBITDA margins and EPS
accretion are defined under “Non-GAAP Measures,” and reconciled to the
most directly comparable GAAP financial measures in the related exhibit.

D. Christian “Chris” Koch, Carlisle’s President and Chief Executive
Officer, said: “The acquisition of Accella Performance Materials is part
of our well-established strategy of providing customers with high
quality, innovative solutions for building envelope applications.
Accella provides an excellent adjacent opportunity into the attractive
polyurethane market, which includes Spray Polyurethane Foam and Liquid
Applied Roofing. Both markets are expected to grow annually at 10-15%
through 2020, outpacing broader construction market growth. In addition
to accessing new products, new technologies and new markets, Accella
delivers profitable market diversity to our CCM business.

With the acquisition of Accella, Carlisle can now offer our customers a
portfolio of products that meet an increasing array of their building
needs, and can be delivered as a seamless solution or standalone
offering. The combined Accella and Carlisle team will bring together
significant engineering and industry expertise to create highly
engineered solutions for our customers. We look forward to welcoming
Accella’s talented team to Carlisle.”

Upon completion of the transaction, the business will be reported as
part of the CCM segment.

Conference Call and Webcast

The Company will discuss the Accella Performance Materials acquisition
on a conference call at 1:00 p.m. ET Tuesday, October 3, 2017. The call
may be accessed live by going to the Investor Relations section of the
Carlisle website (http://www.carlisle.com/investor-relations/events-and-webcasts/default.aspx),
or the taped call may be listened to shortly after following the live
call at the same website location. A PowerPoint presentation will
accompany the call and can be found on the Carlisle website as well. The
slides will be posted on October 3, 2017.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally use words such as “expect,”
“foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,”
“will,” “plans,” “forecast,” and similar expressions, and reflect our
expectations concerning the future. It is possible that our future
performance may differ materially from current expectations expressed in
these forward-looking statements, due to a variety of factors such as:
increasing price and product/service competition by foreign and domestic
competitors, including new entrants; technological developments and
changes; the ability to continue to introduce competitive new products
and services on a timely, cost-effective basis; our mix of
products/services; increases in raw material costs which cannot be
recovered in product pricing; domestic and foreign governmental and
public policy changes including environmental and industry regulations;
threats associated with and efforts to combat terrorism; protection and
validity of patent and other intellectual property rights; the
successful integration and identification of our strategic acquisitions;
the cyclical nature of our businesses; and the outcome of pending and
future litigation and governmental proceedings. In addition, such
statements could be affected by general industry and market conditions
and growth rates, the condition of the financial and credit markets, and
general domestic and international economic conditions including
interest rate and currency exchange rate fluctuations. Further, any
conflict in the international arena may adversely affect general market
conditions and our future performance. We refer you to the documents we
file from time to time with the Securities and Exchange Commission, such
as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of
these and other risks and uncertainties that could cause our actual
results to differ materially from our current expectations and from the
forward-looking statements contained in this press release. We undertake
no obligation to update any forward-looking statement.

Non-GAAP Measures

The following measures are not presented in accordance with generally
accepted accounting principles (“GAAP”) and should be viewed in addition
to, and not as an alternative to, the most directly comparable GAAP
measures. Reconciliations of the following non-GAAP measures to the most
directly comparable GAAP measures are included in the attached exhibit.

This press release contains a statement that Transaction EBITDA margin
is approaching 15% which is calculated by dividing Transaction EBITDA by
Accella’s annualized revenue. Transaction EBITDA represents an estimate
of Accella’s annualized net income adjusted to exclude interest expense
(net of interest income), income taxes, depreciation and amortization,
as well as other adjustments related to certain income, costs and
expenses, including adjustments to annualize amounts related to recent
Accella acquisitions.

In addition, this press release includes a non-GAAP measure of the
expected accretive impact of the proposed transaction to Carlisle’s EPS,
based on internal projections of the incremental net loss generated by
the acquired business in the first twelve months post-acquisition,
excluding year one transaction costs.

About Carlisle Companies Incorporated

Carlisle Companies Incorporated is a diversified, global portfolio of
niche brands and businesses with highly engineered and high margin
products. Carlisle is committed to generating superior shareholder
returns by combining a unique management style of decentralization,
entrepreneurial spirit, active M&A, and a balanced approach to capital
deployment, all with a culture of continuous improvement as embodied in
the Carlisle Operating System. Carlisle’s markets include: commercial
roofing, agriculture, mining, construction, aerospace, defense,
foodservice, healthcare, sanitary maintenance, transportation,
industrial, protective coating and auto refinishing. Carlisle’s
worldwide team of employees generated $3.7 billion in net sales in 2016.
Learn more about Carlisle at www.carlisle.com.

Contacts

Carlisle Companies Incorporated
Steven J. Ford, 480-781-5000
Vice
President of Investor Relations, Secretary & General Counsel
www.carlisle.com