Allegion to Acquire Stanley Black & Decker’s Access Technologies Business

  • Supports Allegion’s uninterrupted access strategy with the category market leader

  • Expands Allegion’s portfolio with a full range of high quality automatic entry solutions

  • Expands Allegion Americas core business with a contiguous product and service category

  • $900 million purchase price on a cashless, debt-free basis (~$810 million when adjusting for tax benefits of $90 million); 2022E EBITDA means multiples of ~16x (~12.5x including operating rate synergies and tax benefits)

  • Allegion provides update on first quarter and full year standalone view

  • Allegion will host conference call today at 8am ET.

DUBLIN, 22 April 2022–(WORK TEL)–Allegion plc (NYSE: ALLE), a leading global provider of security products and solutions, has entered into a definitive agreement to acquire Stanley Access Technologies LLC (“Access Technologies”) and its automated entry solutions business-related assets from Stanley Black & Decker, Inc. NYSE: SWK) $900 million in cash. Adjusted for approximately $90 million in tax benefits, the purchase price is $810 million cashless, debt-free. By reducing the amount paid by tax benefits, the purchase price represents approximately 14.5x 2022E EBITDA, or approximately 12.5x including operating rate synergies.

Access Technologies is a leading manufacturer, installer and service provider of automatic doors in North America, primarily in the United States and Canada. The diversified customer base is centered in non-residential settings including retail, healthcare, education, commercial offices, hospitality and government. Access Technologies had net sales of approximately $340 million in 2021.

As a result of this acquisition, Allegion will significantly expand its access, exit and access control solutions. In addition, Allegion will have high-growth segments, as well as scale and coverage, across a broad installed base to better serve commercial and corporate customers with automated login solutions and access technologies.

“We are excited to add the Access Technologies business to our solutions portfolio,” said David D. Petratis, Allegion president, president and CEO. “With this acquisition, we will expand into an adjacent market segment and ultimately deliver a more comprehensive offering for seamless access to customers and end users wherever they live, work and thrive. Delivering value through access to Access Technologies’ high-quality products and services is key to our core business. “Access Technologies has a strong track record of innovation and is a market leader in its category. We look forward to welcoming the team to the Allegion family and unlocking more value for our customers and shareholders.”

“Allegion has a proven track record of investing in its core business and fostering innovation that will deliver significant benefits to our business, our people and our customers,” said Brian Pertman, Managing Director, Access Technologies. “As a global industry leader in access technology and security, Allegion will provide our business with incredibly strong new end-user, architecture and specification relationships and distribution networks, as well as additional resources to take our business to the next level. We know Allegion well and deliver quality solutions to our customers. We believe that our common culture in

Compelling Strategic and Financial Benefits

  • Creates a more comprehensive portfolio of access solutions with the addition of automatic logins: The acquisition supports Allegion’s seamless access strategy with a highly complementary category market leader. Access Technologies is an end-to-end auto-entry solutions provider with a history of driving revenue growth and gaining market share through innovative product solutions and strong service excellence. Its high-quality portfolio enables Allegion to expand its addressable market, while Allegion’s strength in specifications and enterprise markets can fuel further growth for the auto-entry solutions category. Allegion’s digital strategy and expertise in mobile apps and software will increase Access Technologies’ connected capabilities and allow Allegion to further benefit from the industry’s transition to a new category of intelligent security solutions.

  • Adds installation and maintenance services: Access Technologies has an extensive service and support network in North America, which is a value factor for its category. The acquisition builds on Allegion’s previous investments in accelerating delivery and efficiency through an expanded service center footprint and broader distribution capabilities.

  • Extends solutions for attractive end markets: Access Technologies serves a wide range of national, regional and local customers of all sizes across a variety of verticals that complement Allegion’s strengths in the non-residential markets in the United States. In addition, Access Technologies will provide greater access to Allegion in areas where its business is strong.

  • With a significant customer base, it increases revenue through services: Purchasing adds services that provide continuous and consistent revenue streams. The services business is a key driver of the customer value proposition and a driver of aftermarket revenue. The companies expect this acquisition to expand Access Technologies’ service business as it leverages Allegion’s larger footprint in the Americas and the business unit captures cross-selling opportunities in Allegion’s customer base.

This acquisition advances Allegion’s value creation strategy by “securing people and assets with uninterrupted access wherever they live, work and thrive.”

Transaction Conditions and Financing

Allegion plans to finance the transaction through cash, borrowings under the existing revolving credit facility, and new debt financing. Following the transaction, net debt to adjusted EBITDA is expected to decrease naturally over time, given the strong liquidity and continued cash generation. Allegion, Goldman Sachs & Co. Received fully committed financing from LLC. The transaction is not subject to a financing condition.

The acquisition, which was unanimously approved by the Allegion Board of Directors, is expected to be completed in the third quarter of 2022, subject to regulatory approval and customary closing conditions.

Following the close of the acquisition, Allegion plans to operate its Access Technologies business as part of the Allegion Americas segment.

Allegion Independent First Quarter 2022 Results and Full Year Outlook Update

In the first quarter of 2022, the Allegion business forecasts revenue of approximately $723 million and earnings per share of approximately $1.05 (with adjusted earnings per share of approximately $1.07) on a stand-alone basis.

The company confirms its previously announced standalone full-year 2022 outlook for $5.50 to $5.70 per share and $5.55 to $5.75 per share on an adjusted basis.

Adjustments for 2022 EPS of $0.05 per share include expected fees for restructuring and acquisition and integration expenses.

More details will follow on the first quarter 2022 earnings call the company previously announced on Tuesday, April 26, 2022.

Advisor

Goldman Sachs & Co. LLC serves as financial advisor to Allegion and Kirkland & Ellis LLP serves as legal advisor to Allegion.

Conference Call and Webcast

Allegion will host a conference call today, Friday, April 22, 2022, at 8 a.m. ET to discuss this announcement.

A real-time, listen-only webcast of the conference call will be streamed live via the company’s website. https://investor.allegion.com/. The conference call can be accessed by dialing 877-883-0383 in the United States or 412-902-6506 internationally and entering Conference ID 2879206.

Due to the high expected number of attendees, listeners are encouraged to join the webcast as long as they don’t want to ask questions. Telephone attendees must call at least 10 minutes before the start of the call.

A replay of the webcast will be available at investor.allegion.com shortly after the call.

As previously announced, Allegion will host its first quarter 2022 earnings call on Tuesday, April 26, 2022, at 8:00 am ET. The call will be broadcast live on the company’s website. https://investor.allegion.com/.

About Allegion

Allegion (NYSE: ALLE) is a global pioneer in seamless access with leading brands such as CISA®, Interflex®, LCN®, Schlage®, SimonsVoss® and Von Duprin®. Focusing on security at the door and adjacent areas, Allegion secures people and assets with a variety of solutions for homes, businesses, schools and institutions. Allegion generated $2.9 billion in revenue in 2021 and its security products were sold worldwide. Visit for more www.allegion.com.

forward-looking statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The global COVID-19 pandemic, supply chain restrictions, electronic component and labor shortages, inflation, rising transportation and material costs, the effects of the Russian invasion of Ukraine and the increased risk of cyberattacks in connection with such an invasion, the company’s 2022 financial performance, the company’s 2022 financial performance business plans and strategy, the company’s growth strategy, the company’s capital allocation strategy, the company’s tax planning strategies, and the performance of the markets in which the company operates. These forward-looking statements are often referred to as “believe”, “anticipate”, “expect”, “estimate”, “estimate”, “estimate”, “look”, “intend”, “strategy”, “future,” “” Opportunity”, “plan”, “could”, “should”, “will”, “would be”, “will”, “continues”, “probably will result” or their negatives or variations, or similar statements are generally intended to identify forward-looking statements. . Forward-looking statements may relate to matters such as revenue projections, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, dividends, share purchases or other financial items; Statements of management’s plans, strategies and objectives for future operations, including statements regarding expected development, performance or market share for our products and services; any statements regarding future economic conditions or our performance; any statement regarding pending investigations, claims or disputes; any expression of expectation or belief; and any statement of the assumptions underlying any of the above. These statements are based on the company’s current information and our current assumptions, expectations and projections regarding future events. They are subject to future events, risks and uncertainties, many of which are beyond the control of the company, as well as potentially incorrect assumptions that could cause actual results to differ materially from those in forward-looking statements. More information on these factors and other risks that may affect the company’s business is in its filings with the Securities and Exchange Commission from time to time, including Form 10-K, Form 10- for the year ended December 31, 2021. Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, and other SEC filings. Company undertakes no obligation to update these forward-looking statements.

View the source version on businesswire.com: https://www.businesswire.com/news/home/20220422005238/en/

Persons

media:
Whitney Moorman – Reputation Management Leader
+1.317.810.3241 / +1.317.379.7219 (mobile)
Whitney.Moorman@allegion.com / PR@allegion.com

Analysts:
Tom Martineau – Vice President, Investor Relations and Treasurer
+1.317.810.3759
Tom.Martineau@allegion.com

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