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Dorma and Kaba Announce Merger Plans

Kaba Holding, 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 April 29.
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 urbanization and digitalization.”
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.
Substantial value enhancement through considerable growth and synergies potential
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%.
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, optimized 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.
Upon completion of the merger, Kaba Holding will contribute its operational business into today’s Dorma Holding, where the operational business will be merged, and will receive a 52.5% controlling stake thereof. Accordingly, the Mankel/Brecht-Bergen family will hold a stake of 47.5% in today’s Dorma Holding (i.e. the combined business). The group will operate under the name dorma+kaba. The SIX-listed Swiss dorma+kaba Holding, as the holding company of the new group, will be responsible for its strategic, operational and financial leadership and will fully consolidate the combined business.
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