Myers Diligence, Inc.( “ Myers ” or the “ Company ”), a leading manufacturer and distributor of artificial products, moment blazoned that it has entered into an Agreement and Plan of Merger through which it’ll acquire hand Systems( “ hand ”), a leader in compound ground protection results. “ hand Systems is a meaningful catalyst in the metamorphosis of Myers diligence. hand aligns extremely well with our targeted accession criteria hand has a leading request position, with ingrained and discerned products, serving presto- growing end requests. hand provides Myers a seductive reciprocal platform for long-term growth driven by worldwide investments in structure over the coming decade, ” said Mike McGaugh, CEO of Myers. “ The addition of hand Systems incontinently strengthens our profitability and cash inflow profile and will support Myers in achieving our Horizon 1 pretensions of one billion bones in profit at a 15 EBITDA periphery.
We’re especially pleased to be acquiring a high-periphery business with an established growth track record, as well as a favorable sustainability profile. hand builds on our current technology capabilities, and we’re agitated about the openings to drive indeed lesser shareholder and client value by applying the marketable and functional Excellence stylish practices of the Myers Business System. ” Grounded in Flower Mound, TX with product operations in Orlando, FL, hand’s products are reciprocal to those vended by Myers. The company is a leading manufacturer and distributor of high-quality, ingrained compound ground protection products and is also a leading provider of turf protection results for colosseums and event venues in North America. hand has projected 2023 profit, operating income, and Acclimated EBITDA of roughly 122 million,$ 24 million and 44 million, independently. hand CEO Jeff Condino said, “ We look forward to joining the Myers diligence platoon and for Hand to represent an important and reciprocal addition to the combined Company.
hand’s business continues to profit from important winds in structure investments. Our largely engineered ground protection products are well deposited for uninterrupted growth due to the conversion from wood products to compound matting results. Our vision for the future of Hand aligns with Myers’s long-term strategy and we’re confident that our societies are inversely well aligned. ” Myers will acquire hand for a total consideration of roughly$ 350 million, subject to customary adaptations. The sale is anticipated to close in the first quarter of 2024 and to be neutral to slightly dilutive to US GAAP EPS in 2024, but also deliver EPS accretion of$0.20-$0.30 in 2025,$0.40-$0.50 in 2026 and fresh meaningful EPS accretion beyond 2026. Annualized run-rate functional and cost solidarity of$ 8 million are anticipated to be completely captured by 2025. The sale will be financed through a new$ 350 million credit installation.
The projected net influence rate, as defined in the credit installation, is within Myers ’ strategy of having a net influence rate of roughly 3x at the time of accession, with combined free cash flow anticipated to allow for paydown to under 2x within two times of ending. McGaugh concluded, “ We’re agitated to drink the hand platoon to Myers. This accession is a catalyst in the metamorphosis of Myers’s diligence and forcefully moves us into Horizon Two of our Three Horizon strategy. We anticipate telling full-time 2023pro-forma fiscal results for the new combined Company during the first quarter of 2024 and are looking forward to agitating these results and unveiling our new long- term-positioning of the Company at an Investor Day event in March of 2024 in New York City. ” A slide donation with fresh background information and sale details is now available in the Events & donations section of Myers ’ investor relations website. Moelis & Company LLC served as exclusive fiscal counsel to Myers with respect to the sale, while Vorys, Sater, Seymour, and Pease LLP and Davis Polk & Wardwell LLP handed legal counsel. William Blair & Company LLC served as exclusive fiscal counsel and Honigman LLP served as legal counsel.
