SecurityWorldMarket

01/05/2015

Dorma and Kaba in merger agreement

Ennepetal, Germany and Rumlang, Switzerland

Kaba Holding AG, headquartered in Rümlang (Switzerland), and family-owned Dorma Holding GmbH + Co. KGaA, headquartered in Ennepetal (Germany), plan to merge to become the Dorma+Kaba group. A corresponding transaction agreement was signed this week. According to the most recent IHS report on electronic access control, the merger of Kaba and Dorma would make the combined company the second-largest player in EMEA’s access control industry, second only to Assa Abloy.

Dorma is a provider of access solutions and related services, and a global market leader in door closers, automatic door systems and glass fittings. Kaba is a global leader for access control, enterprise data collection and key systems. Ulrich Graf, Chairman of Kaba: “The combination of the two strong brands Dorma and Kaba will result in the creation of a leading company in our industry. The anchor shareholders will ensure long-term orientation, which represents another true competitive advantage in our dynamic sector.”

With pro-forma sales of over CHF 2 billion, around 16,000 staff and locations in 53 countries, Dorma+Kaba will move up into the global top 3 in the highly fragmented market for security and access solutions. Dr. Hans Gummert, Chairman of Dorma: “By merging our two globally established companies, we will significantly strengthen our market position. Not only do we share over one hundred years of entrepreneurial tradition and the same values, but our strategies also largely correspond with one another.”

Dorma and Kaba’s technological expertise, products as well as distribution channels complement each other very well. The shared distribution and service networks, cross selling, and the positioning as a one-stop-shop for security and building access solutions open up significant added growth potential for the merged company. Thomas P. Wagner, CEO of Dorma: “Together with Kaba, we are taking a big step forward. We will broaden our offering, strengthen our global presence and increase our innovation power. This will allow us to better and more quickly take advantage of opportunities that arise through megatrends such as urbanisation and digitalisation.”

Dorma+Kaba will have production facilities in all of the industry’s key markets and will accelerate global expansion through its strengthened presence in particular in Europe, the Americas and Asia-Pacific. On a pro-forma basis, the combined group generated sales of CHF 2,242 million for the 2013/2014 financial year (as per 30 June 2014) and an EBITDA of CHF 303 million. The pro-forma EBITDA margin was 13.5%.

Riet Cadonau, CEO of Kaba: “Dorma and Kaba are ideal partners in every respect and a compelling strategic fit. The planned merger will create additional opportunities for sustainable profitable growth – thereby providing added value to our clients, partners, employees and shareholders.”

Over the next four years, Dorma+Kaba aims to achieve sales growth, including revenue synergies, of 6-7% per year (in local currencies). Based on higher purchasing volumes, optimised infrastructure costs and efficiency gains, annual cost synergies of CHF 60-70 million are projected, which should come into full effect in the fourth year after the merger. Total one-off implementation costs are expected to reach the full cost synergies for one year.

Upon reaching the full synergy potential, an EBITDA margin of 18% is aimed for. The merger is expected to be double-digit (percentage) accretive to earnings per share. With regard to the future dividend, Dorma+Kaba is targeting a payout ratio of at least 50% of consolidated net profit after minority interests.


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