Myers Industries – a leading manufacturer and distributor of industrial products – announced today that it has entered into an agreement and plan of merger. Myers will acquire Signature Systems, a leader in composite ground protection solutions.
Based in Flower Mound, TX, with production operations in Orlando, FL, Signature’s products complement those sold by Myers. The company is a leading manufacturer and distributor of high-quality and branded composite ground protection products and is also a leading provider of turf protection solutions for stadiums and event venues in North America. Signature has projected 2023 revenue, operating income, and adjusted EBITDA of approximately $122 million, $24 million, and $44 million, respectively.
Myers will buy Signature for a total consideration of approximately $350 million, subject to customary adjustments. And the deal is expected to close in the first quarter of 2024 and to be neutral to slightly dilutive to US GAAP EPS in 2024, but then deliver EPS accretion of $0.20-$0.30 in 2025, $0.40 – $0.50 in 2026 and additional meaningful EPS accretion beyond 2026. Annualized run-rate operational and cost synergies of $8 million are expected to be fully captured by 2025.
The deal will be financed through a new $350 million credit facility. The projected net leverage ratio, as defined in the credit facility, is within Myers’ strategy of having a net leverage ratio of approximately 3x at the time of acquisition, with combined free cash flow expected to allow for paydown to under 2x within two years of closing.
Moelis & Company LLC served as exclusive financial advisor to Myers with respect to the transaction, while Vorys, Sater, Seymour and Pease LLP and Davis Polk & Wardwell LLP provided legal counsel. William Blair & Company LLC served as exclusive financial advisor and Honigman LLP served as legal counsel to Signature.
KEY QUOTES:
“Signature Systems is a meaningful catalyst in the transformation of Myers Industries. Signature aligns extremely well with our targeted acquisition criteria: Signature has a leading market position, with branded and differentiated products, serving fast-growing end markets. Signature provides Myers an attractive complementary platform for long-term growth driven by world-wide investments in infrastructure over the next decade. The addition of Signature Systems immediately strengthens our profitability and cash flow profile and will support Myers in achieving our Horizon 1 goals of one billion dollars in revenue at a 15% EBITDA margin. We are especially pleased to be acquiring a high-margin business with an established growth track record, as well as a favorable sustainability profile. Signature builds on our current technology capabilities, and we are excited about the opportunities to drive even greater shareholder and customer value by applying the Commercial and Operational Excellence best practices of the Myers Business System.”
“We are excited to welcome the Signature team to Myers. This acquisition is a catalyst in the transformation of Myers Industries and firmly moves us into Horizon Two of our Three Horizon strategy. We anticipate disclosing full year 2023 pro-forma financial results for the new combined Company during the first quarter of 2024 and are looking forward to discussing these results and unveiling our new long-term re-positioning of the Company at an Investor Day event in March of 2024 in New York City.”
- Mike McGaugh, CEO of Myers
“We look forward to joining the Myers Industries team and for Signature to represent an important and complementary addition to the combined Company. Signature’s business continues to benefit from powerful tailwinds in infrastructure investments. Our highly engineered ground protection products are well positioned for continued growth due to the conversion from wood products to composite matting solutions. Our vision for the future of Signature aligns with Myers long-term strategy and we are confident that our cultures are equally well aligned.”
- Signature CEO Jeff Condino
