The weakest pound in 31 years hasn’t totally buried U.K. companies’ pursuit of acquisitions abroad.
In the first post-Brexit transaction involving a U.K. acquirer, Melrose Industries plc agreed to buy U.S. ventilation-fan maker Nortek Inc. (Nasdaq: NTK) for $2.8 billion, betting that dollar-profits from the business and operational improvements will make up for an acquisition made more expensive by the pound’s slump.
The British turnaround specialist was in need of a deal after selling electric metering maker Elster to Honeywell Inc. a year ago for $5.1 billion. Having returned 2.8 billion pounds ($3.6 billion) to investors, Melrose was able to count on their support to buy Nortek amid global financial turmoil following the U.K.’s vote to leave the European Union, chief financial officer Geoff Martin said in an interview.
Melrose, which hedged the U.K. currency just before announcing the transaction, said Nortek offered sufficient scope for profit improvement and expansion that the rationale of the deal remained intact, Martin said. Besides, Nortek will generate dollar-based profit that will be converted back to sterling, he added.
“I think on average we tripled their money,” the CFO said. “If you keep giving shareholders a 30 percent IRR they’ll keep giving you money to do more. And that’s exactly what they’ve done here.”
Melrose is building a new portfolio after selling assets including Elster, Dynacast and McKechnie Group. Before the Nortek deal, Melrose’s one remaining investment was Brush, once part of FKI Plc that Melrose bought for 1 billion pounds in 2008.
““We’ve been smaller than we like to be for a little while, looking for a deal,” Martin said by phone. While the Birmingham, England-based company’s focus is on the completing the Nortek deal, “there will be future deals,” he said.
Shareholders of Nortek will receive $86 a share in cash under the terms of the reverse takeover to be carried out by a specially-created Melrose subsidiary, Melrose said in a statement. The price is 38 percent above the June, 5 closing level for Providence, Rhode Island-based Nortek, implying an equity value of $1.4 billion.
Melrose is betting a strengthening of the U.S. economy will boost the construction sector, helping Nortek’s sales of kitchen range hoods, air conditioning and home-security systems. In keeping with its “buy, improve, sell” strategy for investments focused on industrial companies, Melrose said it’s identified opportunities to enhance the supply chain and information technology systems at Nortek, lighten the debt burden as well as making more use of a new plant in Mexico.
Nortek shareholders holding about 68.7 percent of the company are backing the deal, the statement said. Closing the transaction depends on Melrose getting more than half of outstanding shares in Nortek.
Melrose plans to raise about 1.6 billion pounds in a rights offering as part of the transaction. Nomura International Plc is the lead adviser on the deal. JP Morgan Cazenove and Bank of America Merrill Lynch are also advising Melrose, as well as coordinating the rights offering with Investec Bank Plc and Evercore International Partners LLP.