EnviroStar, Inc. (NYSE American: EVI) announced today that it executed a definitive merger agreement to acquire all of the outstanding shares of a prominent distributor of laundry products and a provider of installation and maintenance services to the new and replacement markets of the vended and commercial laundry industry based in the western United States (the “Business”), using a combination of cash and EVI stock.
The addition of the Business, which serves over 2,700 customers in varying end-market segments, is consistent with EVI’s growth strategy to build the industry’s largest distributor of industrial, commercial, and vended laundry products, supported by a robust service organization capable of delivering consistent and unparalleled world-class services to all of its customers. EVI expects that the Business will continue to operate as it has historically, under its existing leadership, using the same name, executing with the same people, and with the support and resources of EVI and all of its existing and future business units.
Henry M. Nahmad, EVI’s Chairman and Chief Executive Officer, commented, “EVI is a growing group of successful entrepreneurs with a relentless passion and commitment to growth. Our operating philosophy preserves the entrepreneurial spirit of acquired businesses and creates a culture that encourages the pursuit of long-term growth opportunities. This acquisition adds more revenues, profits, and market share to our fast-growing business, but more importantly adds another successful entrepreneur and a team from which we expect significant growth in the future.”
The transaction is expected to close upon the satisfaction of customary closing conditions and EVI expects the addition of the Business to be accretive to its fiscal year ended June 30, 2019.
EnviroStar, Inc., through its wholly-owned subsidiaries, is a distributor that sells, leases, and rents commercial, industrial, and vended laundry and dry cleaning equipment and steam and hot water boilers manufactured by others, supplies related replacement parts and accessories, designs and plans turn-key laundry, dry cleaning, and boiler systems, and provides installation and maintenance services to thousands of customers, which include commercial, industrial, institutional, government, and retail customers. These activities are conducted in the United States, Canada, the Caribbean and Latin America.
Except for the historical matters contained herein, statements in this press release are forward- looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results, trends, performance or achievements of EnviroStar, or industry trends and results, to differ from the future results, trends, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, that the proposed merger may not be accretive to EnviroStar’s earnings or otherwise have a positive impact on EnviroStar’s operating results or financial condition to the extent anticipated or at all, integration risks, risks related to the business, operations and prospects of the proposed target and EnviroStar’s plans with respect thereto, the risk that the conditions to closing the proposed merger may not be satisfied and that the proposed merger may not otherwise be consummated when expected, in accordance with the contemplated terms, or at all, and the risks related to EnviroStar’s operations, results, financial condition, financial resources, and growth strategy, including EnviroStar’s ability to find and complete other merger or acquisition opportunities, and the impact of any such mergers or acquisitions on EnviroStar’s operations, results and financial condition. Reference is also made to other economic, competitive, governmental, technological and other risks and factors discussed in EnviroStar’s filings with the Securities and Exchange Commission, including, without limitation, those disclosed in the “Risk Factors” section of EnviroStar’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 filed with the SEC on September 13, 2018. Many of these risks and factors are beyond EnviroStar’s control. In addition, past performance and perceived trends may not be indicative of future results. EnviroStar cautions that the foregoing factors are not exclusive. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. EnviroStar does not undertake to, and specifically disclaims any obligation to, update or supplement any forward-looking statement, whether as a result of changes in circumstances, new information, subsequent events or otherwise, except as may be required by law.