Carlisle Companies Signs Definitive Agreement to Sell Carlisle Interconnect Technologies to Complete its Pivot to a Pure Play Building Products Company
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Insights
The divestiture of Carlisle Interconnect Technologies (CIT) by Carlisle Companies to Amphenol Corporation for $2.025 billion is a significant strategic realignment. The substantial transaction amount indicates a notable capital infusion for Carlisle, which can be leveraged for share repurchases, strategic acquisitions, or other investments aligned with their Vision 2030. This strategic pivot to a pure play building products company suggests a sharper focus on core competencies, potentially enhancing operational efficiencies and profitability.
Investors should note the expected continuation of a 15%+ free cash flow margin, which is a robust indicator of financial health and efficiency. This financial strength provides Carlisle with flexibility in capital allocation, which could lead to increased shareholder value. However, it's crucial to monitor how effectively the proceeds are utilized in the context of their long-term strategy and the impact on the company's earnings per share (EPS).
The sale of CIT reflects a trend in the industrial sector where companies are streamlining their portfolios to focus on core markets. Carlisle's pivot towards building envelope solutions positions it to capitalize on market trends such as energy efficiency and labor savings. The re-roofing cycle, in particular, is a recurring revenue stream that can provide stability to Carlisle's business model.
For Amphenol Corporation, the acquisition of CIT expands its footprint in the aerospace and electronics markets, which are CIT's specialties. It is important to assess how this acquisition will complement Amphenol's existing product lines and whether it will lead to synergies that can enhance Amphenol's market position and financial performance.
The transaction is still subject to regulatory clearances, which are a crucial step in the process. Potential antitrust considerations could arise, especially given the significant size of the transaction. Both companies will likely undergo a period of scrutiny from regulatory bodies to ensure that the acquisition does not create unfair market advantages or hinder competition.
Investors should be aware of the timeline, with an expected close by the end of the second quarter of 2024. Delays in regulatory approvals can affect the timing of the benefits that Carlisle expects to realize from the sale. Additionally, the closing adjustments mentioned could influence the final transaction value, which is pertinent information for stakeholders tracking the financial implications of the deal.
Chris Koch, Chair, President and Chief Executive Officer, said “The sale of CIT aligns with our Vision 2030 strategy and represents a significant milestone in our strategic pivot from a diversified industrial portfolio of businesses to a premier pure play building products company. As we complete this strategic shift, we look forward to executing our commitment in Vision 2030 to delivering over
The profitable growth and superior returns that we have demonstrated since 2018 are largely attributable to our strategic pivot and highly accretive capital allocation methodology. We are further strengthening our capital foundation with the expected proceeds from the sale of CIT. When combined with our
J.P. Morgan Securities LLC is serving as Carlisle’s financial advisor for the transaction and
Forward-Looking Statements and Non-GAAP Financial Measures
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "intends," "forecast," and similar expressions, and reflect our expectations concerning the future. Such statements are made based on known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen risks and uncertainties. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs that cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; the ability to meet our goals relating to our intended reduction of greenhouse gas emissions, including our net zero commitments; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the identification of strategic acquisition targets and our successful completion of any transaction and integration of our strategic acquisitions; our successful completion of strategic dispositions; the cyclical nature of our businesses; the impact of information technology, cybersecurity or data security breaches at our businesses or third parties; the outcome of pending and future litigation and governmental proceedings; the emergence or continuation of widespread health emergencies such as the COVID-19 pandemic, including, for example, expectations regarding their impact on our businesses, including on customer demand, supply chains and distribution systems, production, our ability to maintain appropriate labor levels, our ability to ship products to our customers, our future results, or our full-year financial outlook; and the other factors discussed in the reports we file with or furnish to the Securities and Exchange Commission from time to time. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets and general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena, including the Russian invasion of
This press release also contains forward-looking statements with respect to the sale of CIT and the anticipated timing of the closing of the transaction. These statements represent only Carlisle’s current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of Carlisle’s control. Actual results could differ materially from those reflected in this press release for various reasons, including the failure of the parties to meet or waive closing conditions and the failure to receive required regulatory approvals. Carlisle disclaims any obligation to update forward-looking statements except as required by law.
This press release refers to certain non-GAAP financial measures. The Company believes that providing selected non-GAAP financial measures enhances the Company’s and investors’ understanding of the Company’s and its segments’ financial performance. Non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. The Company defines its non-GAAP financial measure of adjusted EPS as diluted earnings per share excluding exit and disposal and facility rationalization costs, inventory step-up amortization and acquisition costs, impairment charges, gains and losses from litigation, losses on extinguishment of debt, amortization of acquisition intangible assets, and discrete tax items; and the impact of including dilutive securities divided by diluted weighted average shares outstanding. The Company defines its non-GAAP measure of free cash flow margin as the percentage that results from dividing net cash provided by operating activities less capital expenditure by total revenues. The Company is not providing reconciliations for the forward-looking non-GAAP financial measures stated herein because the Company does not provide GAAP financial measures on a forward-looking basis as the Company is unable to predict with reasonable certainty the ultimate outcome of adjusted items without unreasonable effort. These items are uncertain, depend on various factors, and could be materials to the Company’s financial results computed in accordance with GAAP.
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative building envelope products and solutions for more energy efficient buildings. Through its building products businesses – Carlisle Construction Materials (“CCM”) and Carlisle Weatherproofing Technologies (“CWT”) – and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Leveraging its culture of continuous improvement as embodied in the Carlisle Operating System (“COS”), Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.
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Mehul Patel
Vice President, Investor Relations
Carlisle Companies Incorporated
(310) 592-9668
mpatel@carlisle.com
Source: Carlisle Companies Incorporated
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