Diversified Industrial Crane Co. to Acquire Boston-Based Crane & Co., Inc. (“Crane Currency”) for $800 Million
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Positions Crane Co. to be one of the leading global players in the
currency & payment market -
With this acquisition, Crane Co. expects to deliver greater than 10%
adjusted EPS growth for the next several years
STAMFORD, Conn.–(BUSINESS WIRE)–Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered
industrial products, announced that it has signed an agreement to
purchase 100% of the equity interests in Crane & Co., Inc. (“Crane
Currency”) from private equity firm Lindsay Goldberg, members of the
Crane family, and other shareholders, for $800 million on a cash free
and debt free basis.
Founded in 1801, Crane Currency is a pioneer in advanced micro-optic
security technology, and a fully integrated supplier of secure and
highly engineered banknotes for central banks all over the world. The
purchase price represents approximately 8.5x Crane Currency’s estimated
2017 adjusted EBITDA of $94 million. (Please see the attached Non-GAAP
Financial Measures tables.)
Mr. Max Mitchell, President and Chief Executive Officer of Crane Co.,
said, “We are extremely excited to announce this transaction, which will
be Crane Co.’s second largest ever, and brings together two companies
with nearly 380 years of combined history. Crane Currency is the fastest
growing, fully integrated global currency provider in the growing global
banknote supply and security industry. Making it part of Crane Co. is a
logical extension of our expanding presence in the currency and payment
markets. Our combined businesses will be able to offer end-to-end
currency and security solutions, from substrate manufacturing and
banknote design and printing to micro-optics and banknote validation.”
Crane Currency is expected to have 2017 sales of approximately $500
million with adjusted EBITDA of $94 million. Excluding Special Items,
the acquisition is expected to be accretive to EPS by $0.15 in the first
full year post-closing, increasing to approximately $1.00 by 2021.
(Please see the attached Non-GAAP Financial Measures tables.)
Mr. Mitchell continued: “This transaction meets all of Crane Co.’s
strategic and financial criteria for acquisitions, and we believe it
provides us a path to greater than 10% adjusted EPS growth annually for
the next several years.”
The purchase of Crane Currency is contingent upon regulatory approvals
and customary closing conditions. Crane Co. intends to finance the
acquisition through a combination of cash on hand and additional debt.
Commitments are in place to cover 100% of the financing needs in order
to facilitate the closing of the transaction, which is expected to take
place early in the first quarter of 2018.
Mr. Mitchell concluded: “I would also like to acknowledge the effort and
success of the extended Crane family, as well as the current Crane
Currency management team led by CEO Stephen DeFalco. Over the past 15
years, they have transformed Crane Currency from a U.S. focused
substrate manufacturer to a global leader in micro-optics and currency
security solutions, as well as banknote design and printing. We are
honored to welcome Crane Currency, with its strong legacy and track
record, into our company, Crane Co.”
Updating Full-Year 2017 GAAP Earnings Guidance, and Reaffirming
Full-Year 2017 Adjusted Earnings Guidance
We expect 2017 earnings of $4.38-$4.48 per diluted share, compared to
our prior range of $4.41-$4.51 per diluted share, given incremental
transaction related costs anticipated for the fourth quarter of 2017.
Excluding transaction related charges, we continue to expect earnings of
$4.45-$4.55 per diluted share. (Please see the attached Non-GAAP
Financial Measures tables.)
Introducing Preliminary 2018 Full Year Earnings Guidance
Our initial 2018 full year earnings guidance is $4.85-$5.05 per diluted
share, excluding any potential impact from the pending acquisition of
Crane Currency. This outlook includes a core sales growth assumption of
+2% to +4%. Additional details on 2018 earnings guidance will be
provided in January on Crane Co.’s fourth quarter 2017 earnings
conference call.
Conference Call Information
Crane Co. will host a conference call on Wednesday, December 6, at 8:00
a.m. Eastern time to provide further details about the transaction.
Please refer to the company’s website www.craneco.com
to access the call and accompanying presentation slides which will be
posted on Tuesday evening, December 5.
About Crane Currency
Crane Currency has been a global producer of currency products for more
than 200 years and is entrusted by more than 50 central banks to play an
integral role in the design and manufacture of their nations’ banknotes.
From substrates to the most advanced micro-optic security elements and
design, Crane Currency is a responsive partner focused on delivering
innovative products and solutions that meet customers’ most demanding
requirements.
About Crane Co.
Crane Co. is a diversified manufacturer of highly engineered industrial
products. Founded in 1855, Crane Co. provides products and solutions to
customers in the hydrocarbon processing, petrochemical, chemical, power
generation, unattended payment, automated merchandising, aerospace,
electronics, transportation and other markets. The Company has four
business segments: Fluid Handling, Payment & Merchandising Technologies,
Aerospace & Electronics and Engineered Materials. Crane has
approximately 11,000 employees in the Americas, Europe, the Middle East,
Asia and Australia. Crane Co. is traded on the New York Stock Exchange
(NYSE:CR). For more information, visit www.craneco.com.
This press release may contain forward-looking statements as defined
by the Private Securities Litigation Reform Act of 1995. These
statements present management’s expectations, beliefs, plans and
objectives regarding future financial performance, and assumptions or
judgments concerning such performance. Any discussions contained
in this press release, except to the extent that they contain historical
facts, are forward-looking and accordingly involve estimates,
assumptions, judgments and uncertainties. There are a number of
factors that could cause actual results or outcomes to differ materially
from those addressed in the forward-looking statements. Such factors are
detailed in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016 and subsequent reports filed with the Securities
and Exchange Commission.
(CR-G)
(Financial Tables Follow)
Crane & Co., Inc. ("Crane Currency") | ||
Non-GAAP Financial Measures | ||
(in millions) | ||
2017 | ||
Reconciliation of Net Income to EBITDA and Adjusted EBITDA | Estimated | |
Net Income | $ | 29 |
Income Taxes | 16 | |
Interest Expense | 8 | |
Depreciation & Amortization | 25 | |
EBITDA | $ | 78 |
EBITDA | $ | 78 |
Non-Recurring Litigation Costs | 4 | |
Non-Recurring Print Facility Costs | 9 | |
Pension, Post-Retirement, and Stock Compensation Expense | 3 | |
Adjusted EBITDA | $ | 94 |
Transaction Price | $ | 800 |
Price / Adjusted EBITDA | 8.5x | |
CRANE CO. | ||||
Guidance | ||||
2017 Full Year Guidance | ||||
2017 Earnings Per Share Guidance | Low | High | ||
Earnings Per Share – GAAP basis | $ | 4.38 | $ | 4.48 |
Transaction related charge – Net of Tax | 0.07 | 0.07 | ||
Earnings Per Share – Non-GAAP basis | $ | 4.45 | $ | 4.55 |
Certain non-GAAP measures have been provided to facilitate comparison
with the prior year.
The Company reports its financial results in accordance with U.S.
generally accepted accounting principles (GAAP). However, management
believes that non-GAAP financial measures which exclude certain
non-recurring items present additional useful comparisons between
current results and results in prior operating periods, providing
investors with a clearer view of the underlying trends of the business.
Management also uses these non-GAAP financial measures in making
financial, operating, planning and compensation decisions and in
evaluating the Company's performance.
Non-GAAP financial measures, which may be inconsistent with similarly
captioned measures presented by other companies, should be viewed in
addition to, and not as a substitute for, the Company’s reported results
prepared in accordance with GAAP.
Contacts
Crane Co.
Jason D. Feldman, 203-363-7329
Director, Investor
Relations
www.craneco.com