Fluidra and Zodiac announce merger to create a global leader in the pool industry
(Thomson Reuters ONE) -
* Businesses are highly complementary with geographical strengths, brand
portfolios and product offerings creating expanded growth opportunities and
value for customers, shareholders and employees
* With 5,500 employees and a presence in over 45 countries, the new company
will be a global leader with sales of ?1.3 billion and combined EBITDA of
?210 million
* Fluidra will remain listed on the Spanish stock exchange with its global
headquarters in Sabadell (Barcelona), Spain and North American headquarters
in Vista (San Diego), California
* The merger is expected to close in the first half of 2018
BARCELONA, Spain and SAN DIEGO, Nov. 03, 2017 (GLOBE NEWSWIRE) -- Fluidra S.A.
(BME:FDR), a Spanish listed multinational group serving the residential and
commercial pool and wellness sector, and Zodiac Pool Solutions ("Zodiac"), a
global manufacturer of residential pool equipment and connected pool solutions,
have agreed to merge.
A photo accompanying this announcement is available
at http://www.globenewswire.com/NewsRoom/AttachmentNg/06e7912f-aba7-4fa9-9241-
b4d0e8ca968f
The merger is expected to close in the first half of 2018. Fluidra will maintain
global headquarters in Sabadell (Barcelona), Spain and North American
headquarters in Vista (San Diego), California. Fluidra Executive President Eloi
Planes will serve as Executive Chairman of its Board of Directors, while Zodiac
CEO Bruce Brooks will serve as the company's CEO.
The combined company will keep Fluidra's name and public listing on the Spanish
stock exchange, employ a workforce of 5,500 dedicated pool industry
professionals and operate an expansive global footprint stretching across more
than 45 countries in North America, Europe, Australia, Asia, South America and
Africa, with the US representing its largest market. Sales will total ?1.3
billion with combined EBITDA of ?210 million, improving margins and cash flow
profile.
The merged organization will offer a significantly expanded product portfolio
that includes some of the most widely recognized and respected global pool
brands, including Zodiac®, Jandy® Pro Series, Polaris®, AstralPool®, Cepex®,
Gre® and CTX Professional®. Additionally, with its expanded resources, the new
company will be positioned to accelerate innovation to meet market demand for
more efficient, customer-focused solutions in growing fields like robotics and
the Internet of Things.
Zodiac brings to the merger its strong position in North America and a dedicated
focus on residential pool solutions, while Fluidra brings its strength in
Europe, Australia, Asia, South America and Africa, plus a product portfolio that
includes commercial as well as residential pool products. Combining these
complementary geographical strengths and areas of expertise will result in a new
organization able to offer innovative solutions on a global basis for the total
pool market - from residential to commercial projects.
"By combining Fluidra and Zodiac, we will build a strong and exciting platform
from which to better serve our customers, develop user-driven sustainable
innovations and create opportunities for our people and our dealers," said
Fluidra Executive President Eloi Planes. "This merger will create significant
value for all our shareholders."
"This will be a merger between two industry leaders with a shared customer-
centered vision, a commitment to innovation and a clear and complementary set of
values," said Zodiac CEO Bruce Brooks. "We will have expanded reach into growing
global markets and the ability to accelerate product development and better meet
our customers' needs worldwide."
The Boards of Directors of Fluidra and Zodiac unanimously support the formation
of this new company. In connection with the transaction, Fluidra's founding
families have entered into a shareholders' agreement with affiliates of Rhône
Capital, current equity holders of Zodiac; these parties will respectively hold
29 percent and 42 percent of the combined company's shares at closing. This
stable group of core shareholders is focused on value creation going forward,
and has agreed to customary share transfer restrictions. The shareholders of the
combined entity will be represented by an enlarged board of directors consisting
of 12 members: four independent, four nominated by the founding families and
four nominated by Rhône Capital.
The transaction is subject to the approval of Fluidra's shareholders, as well as
other customary conditions including merger control clearances and the exemption
by the Spanish stock market regulator (CNMV) of Rhône Capital launching a
mandatory takeover bid following completion of the merger.
Citigroup is acting as financial advisor to Fluidra and Credit Suisse is acting
as financial advisor to Zodiac. Garrigues is acting as legal advisor to Fluidra
and Linklaters is acting as legal advisor to Zodiac.
About Fluidra
Fluidra is a Spanish listed multinational group devoted to the pool and wellness
sector, with a focus on developing leading products and applications for the
commercial and residential pool markets. The company operates via subsidiaries
in 45 countries and under the leading brands of AstralPool®, Cepex®, CTX
Professional® and Gre®. To learn more about Fluidra, please
visit www.fluidra.com.
About Zodiac
Zodiac, a Rhône Capital portfolio company, is a global manufacturer of
residential pool equipment and connected pool solutions. The company has a rich
heritage of innovation excellence dating back more than 100 years, and markets
its product lines under the leading brand names of Zodiac®, Polaris®, Jandy® Pro
Series, Nature2®, Caretaker(TM), SAVI®, Grand Effects® and Cover-Pools®. To
learn more about Zodiac, please visit www.zodiac.com.
About Rhône Capital
With over 20 years of investing experience, Rhône Capital and its affiliates
comprise a global alternative investment management firm with approximately ?5
billion in assets under management. The firm focuses its private equity
investments in market leading businesses with a pan-European or transatlantic
presence and global growth opportunities. Rhône Capital, which is currently
investing capital from its fifth private equity fund, has invested in a
diversified portfolio of companies including those in the chemical, consumer
product, food, industrial packaging, specialty material, business services and
transportation sectors.
Fluidra media contact:
(for Europe, Australia,
Asia, LatAm and Africa)
David Monfort
dmonfort(at)atrevia.com
+34 689 912 622
Inés Solà
isola(at)atrevia.com
+34 606 79 13 12
Zodiac media contact:
(for US / Canada)
Julie Wright
jwright(at)wrightoncomm.com
+1 760 419 4664
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Zodiac Pool Solutions, Inc. via GlobeNewswire
Datum: 03.11.2017 - 21:30 Uhr
Sprache: Deutsch
News-ID 566627
Anzahl Zeichen: 7914
contact information:
Town:
Vista, CA
Kategorie:
Business News
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