ACCO Brands Corporation today announced that it has signed a definitive agreement to acquire Esselte Group Holdings AB ("Esselte") from private equity firm J.W. Childs for $333 million in cash.
Esselte's 2015 sales were $458 million with adjusted EBITDA of $60 million. ACCO Brands plans to combine Esselte with its existing European operations, creating a pan-European leader in branded business products.
"The acquisition supports our brand leadership strategy, creates a pan-European leader in branded business products and further solidifies ACCO Brands' position as a leading global marketer and manufacturer of branded business, academic and consumer products," said Boris Elisman, chairman, president and chief executive officer of ACCO Brands Corporation. "We believe this acquisition will provide investors with a compelling financial benefit and further enhance ACCO Brands' strategic ability to grow long-term shareholder value. We expect this combination to be immediately accretive to adjusted earnings per share."
The combination is expected to:
- Yield an estimated $23 million of annualised cost synergies, or approximately $0.13 per share, within 3 years, excluding one-time restructuring, integration and purchase accounting costs;
- Result in $0.12 adjusted EPS accretion in the first 12-month period, including synergies of $0.03 per share but excluding charges;
- Generate incremental free cash flow of approximately $20 million in year one, growing to approximately $55 million in year three;
- Create a premier branded pan-European player, with more than $600 million in combined European sales, providing greater consumer access, deeper channel relationships and cost leverage;
- Complement ACCO Brands' existing European sales footprint, adding significant revenue in continental Europe;
- Add important new brands and products in key categories to ACCO Brands' existing portfolio of leading brands and provide incremental sales opportunities outside of Europe; and
- Enhance product innovation, category management and customer relevance.
Other Financial Details, Approvals and Timing
The transaction will be funded with cash and Euro-denominated bank debt. As part of the financing, and contingent upon the deal closing, the company intends to refinance its existing senior-secured credit facilities.
As part of the acquisition, ACCO Brands will assume an estimated $160 million of unfunded pension liabilities, net of associated deferred tax, predominantly in Germany. German pension law does not require pre-funding of pension liabilities, which will be payable over approximately the next 40 years.
The closing of the transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals, and is expected to be completed in early 2017.