Power management company Eaton (ETN) has reached a definitive agreement to acquire an 82.275 percent controlling interest in Ulusoy Elektrik Imalat Taahhut ve Ticaret A.S. (ULUSE.IS), a leading manufacturer of switchgear based in Ankara, Turkey, with a primary focus on medium voltage solutions for industrial and utility customers. The purchase price for the shares is approximately $214 million on a cash and debt free basis. This constitutes the entire shareholding of both privileged and ordinary shares of sellers Sait Ulusoy, Kubilay Hakki Ulusoy, Enis Ulusoy and Akgul Ulusoy, and accounts for 90.153 percent of the outstanding voting rights.
On a Turkish Financial Reporting Standards basis, Ulusoy Elektrik had sales for the trailing 12-month period ending September 30, 2018, of 555 million lira ($126 million based on the average exchange rate for the period) and EBIT of 158 million lira ($36 million converted on the same basis). A reconciliation of Net Income to EBIT follows this press release.
Established in 1985, the company employs approximately 780 people and has manufacturing facilities in Turkey and Indonesia. Products include medium-voltage switchgear, medium-voltage distribution transformers, substation kiosks, and medium-voltage cable connection systems.
“The acquisition of Ulusoy Elektrik complements Eaton’s IEC portfolio and strengthens our ability to provide tailored medium-voltage solutions that span the full range of requirements,” said Revathi Advaithi, president and chief operating officer, Electrical Sector. “In addition, it adds a competitive, high-capability manufacturing base and provides us with additional access to the medium-voltage market in Europe, the Middle East, and Africa.”
The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first half of 2019. As part of the agreement, certain unrelated businesses with expected revenue in 2018 of approximately $3 million are not included in this transaction. The final purchase price will be adjusted up or down for the level of net cash delivered at closing. As required by the Turkish capital markets legislation, Eaton plans to file an application to execute a mandatory tender offer for the remaining shares shortly after the transaction closes.
This news release contains forward-looking statements concerning the expected closing date of the acquisition of Ulusoy Elektrik, and the subsequent mandatory tender offer for remaining shares, some of which may be outside the company’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: unexpected difficulties obtaining regulatory approvals or satisfying closing conditions and unanticipated difficulties completing the mandatory tender offer. We do not assume any obligation to update these forward-looking statements.
Eaton is a power management company with 2018 sales of $21.6 billion. We provide energy-efficient solutions that help our customers effectively manage electrical, hydraulic and mechanical power more efficiently, safely and sustainably. Eaton is dedicated to improving the quality of life and the environment through the use of power management technologies and services. Eaton has approximately 99,000 employees and sells products to customers in more than 175 countries. For more information, visit Eaton.com.
Reconciliation of Net Income to EBIT:
|TL Millions||USD Millions|
|Trailing 12 Months||Trailing 12 Months|
|Ending Sept 2018||Ending Sept 2018|
|Net Income||125|| |
|Income Taxes||31|| |
|Non-Operating (Income) Expense||2|| |