Methode Agrees to Acquire Pacific Insight
CHICAGO, IL–(Marketwired – Aug 1, 2017) – Methode Electronics, Inc. (NYSE: MEI) (“Methode”), a global developer of custom engineered and application-specific products and solutions, announced that it has entered into a definitive agreement with Pacific Insight Electronics Corp. (TSX: PIH) (“Pacific Insight”), a global lighting, electronics and full-service solutions provider to the transportation industry, pursuant to which Methode will acquire all of the outstanding common shares of Pacific Insight in a cash transaction. Methode will fund the total consideration of approximately U.S.$114 million1 with available cash and its existing credit facility. Methode expects the acquisition to be accretive to earnings in its current fiscal year ending April 28, 2018.
Pacific Insight is a global solutions provider offering design, development, manufacturing and delivery of lighting and electronic products and full service solutions to the automotive and commercial vehicle markets. Pacific Insight’s vision is to offer advanced technologies including lighting and electronic solutions that create a better driving experience. The company’s LED lighting systems and electronic modules are driving automotive innovation, as OEMs seek to differentiate their vehicles with advanced lighting technologies. A focus on design and manufacturing excellence, responsiveness and customer service has made Pacific Insight a preferred partner of choice for OEMs. Pacific Insight was founded in 1984 and has manufacturing locations in Fresnillo, Mexico, and Nelson, British Columbia, Canada, and has offices in Detroit, Michigan, and Vancouver, British Columbia. The company employs approximately 1,100 people across these locations. Trailing 12-month revenue was approximately U.S.$99 million as of March 31, 20171.
Methode’s President and CEO Don Duda said, “Pacific Insight’s innovation and technology in LED based ambient and direct lighting will expand our presence within the automotive interior, as well as augment our efforts in overhead console and other areas. Additionally, because of Pacific Insight’s reputation as an expert in lighting, we see the potential to bring Pacific Insight’s technology and expertise to our non-automotive customers as well. Finally, the addition of Pacific Insight will advance our objective to pursue strategic acquisitions where we can leverage our core competencies and provide an attractive value proposition for our shareholders.”
Pacific Insight’s CEO Stuart Ross commented, “Methode is the ideal partner for us given the complementary nature of our products and expertise. Importantly, Methode’s global manufacturing footprint will provide us the ability to meet our customers’ requested expansion into Asia and Europe. As part of Methode, we will be uniquely positioned to accelerate our innovations, and at the same time, strengthen and scale operations in a strategic manner. The size and strength of Methode will provide additional opportunities for all our stakeholders, including employees, customers, suppliers and local communities that we would not have had on our own. For our shareholders, this transaction will create compelling value by providing them liquidity at an attractive valuation and premium to market in an all-cash transaction.”
The purchase price represents a valuation multiple of 8.6 times Pacific Insight’s adjusted EBITDA, excluding revenue and cost synergies, for the trailing 12 months ended March 31, 2017. Adjusted EBITDA is a non-GAAP measure defined as net earnings before interest, taxes, depreciation and amortization, adjusted for unusual, out-of-period, non-operating expenses, and an adjustment for development costs that would be expensed under U.S. GAAP.
The acquisition will be accomplished as a court-approved plan of arrangement under Canadian law and is subject to customary closing conditions, including shareholder approval. The transaction is expected to be completed in the second quarter of fiscal 2018.
Foros acted as financial adviser to Methode. Locke Lord LLP, Stikeman Elliott LLP and Jones Day served as counsel to Methode.
Methode (NYSE: MEI) is a global developer of custom engineered and application specific products and solutions with manufacturing, design and testing facilities in China, Egypt, Germany, India, Italy, Lebanon, Malta, Mexico, Singapore, Switzerland, the United Kingdom and the United States. We design, manufacture and market devices employing electrical, electronic, wireless, safety radio remote control, sensing and optical technologies to control and convey signals through sensors, interconnections and controls. Our business is managed on a segment basis, with those segments being Automotive, Interface, Power Products and Other. Our components are in the primary end markets of the automobile, computer, information processing and networking equipment, voice and data communication systems, consumer electronics, appliances, aerospace vehicles and industrial equipment industries. Further information can be found on Methode’s website www.methode.com.
This press release contains certain forward-looking statements, which reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements are subject to the safe harbor protection provided under the securities laws. Methode undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in Methode’s expectations on a quarterly basis or otherwise. The forward-looking statements in this press release involve a number of risks and uncertainties. The factors that could cause actual results to differ materially from our expectations are detailed in Methode’s filings with the Securities and Exchange Commission, such as our annual and quarterly reports. Such factors may include, without limitation, the following: (1) dependence on a small number of large customers, including two large automotive customers; (2) dependence on the automotive, appliance, computer and communications industries; (3) investment in programs prior to the recognition of revenue; (4) timing, quality and cost of new program launches; (5) ability to withstand price pressure, including pricing concessions; (6) currency fluctuations; (7) customary risks related to conducting global operations; (8) ability to successfully market and sell Dabir surfaces; (9) dependence on our supply chain; (10) income tax rate fluctuations; (11) dependence on the availability and price of raw materials; (12) fluctuations in our gross margins; (13) location of a significant amount of cash outside of the U.S.; (14) the effect of a catastrophic event or significant business interruption at one of our facilities; (15) ability to keep pace with rapid technological changes; (16) a breach of our information technology systems; (17) ability to avoid design or manufacturing defects; (18) ability to compete effectively; (19) ability to protect our intellectual property; (20) ability to successfully benefit from acquisitions and divestitures; (21) the recognition of impairment charges; and (22) costs and expense due to regulations regarding conflict minerals.
Certain statements contained in this press release about the pending acquisition of Pacific Insight, its effects, and Methode’s outlook, constitute “forward-looking statements.” Forward-looking statements can usually be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and other expressions which indicate future results, events or trends. Such statements reflect management’s current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: (1) the risk that the acquisition will not be consummated within the expected time period or at all; (2) the acquisition may involve unexpected costs, liabilities or delays; (3) we may be unable to achieve expected synergies and operating efficiencies from the acquisition within the expected time frames or at all; (4) the integration of Pacific Insight into our business may be unsuccessful, or more difficult, time consuming or costly than expected; (5) revenues following the acquisition may be lower than expected; (6) operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the acquisition; and (7) uncertainties surrounding the acquisition. Our forward-looking statements speak only as of the time made, and we assume no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from Methode’s current expectations are contained in Methode’s Form 10-K for the year ended April 29, 2017.
1 Based on July 31, 2017 spot rate
Dresner Corporate Services