Altra Industrial Motion Corp. (Nasdaq: AIMC) (“Altra” or the
“Company”), a leading global manufacturer and supplier of motion
control, power transmission and automation products, today
announced that it has acquired Cleveland, Ohio-based Nook
Industries LLC (“Nook”), a leader in the US engineered linear
motion industry.
Nook is expected to generate approximately $42
million in revenue in 2021, and the transaction is anticipated to
be cash accretive to Altra’s earnings in 2022, excluding any
one-time or acquisition-related costs. The Nook business, which
will be integrated into Altra’s Thomson operating company in its
Automation & Specialty (“A&S”) segment, expands the breadth
of Altra’s linear products offering. The Company expects annual
cost and sales synergies of approximately $6 million by year four
of combined operations. In addition, Altra expects to receive a tax
benefit, with a net present value of approximately $12 million to
$15 million, as a result of the acquisition of Nook.
“The acquisition of Nook advances our strategy
to focus Altra’s portfolio on highly engineered products in the
motion control and power transmission markets and increase our
exposure to attractive secular trends,” said Carl Christenson,
Altra’s Chairman and Chief Executive Officer.
“With Nook, Altra is positioned to benefit from
cross-selling opportunities that leverage our expanded and
complementary linear motion control product offerings, while also
gaining strong customer relationships in strategic end markets such
as medical, factory automation and defense,” added Christenson. “We
also have the opportunity to utilize Altra’s scale to leverage
fixed costs, while also capitalizing on Nook’s production capacity
to better satisfy increasing customer demand. We would like to
welcome Nook’s employees to the Altra team and look forward to
their contributions.”
About Nook Industries
Founded in 1969 by Joseph H. Nook, Jr., Nook
provides a broad-based offering of premium linear motion
solutions. Nook provides clients with proven knowledge and
flexibility to design, engineer, and manufacture premium quality
linear motion systems and solutions for their most challenging
applications. Its customers benefit from a wide range of
premium products and services that fit well into unlimited
industries.
About Altra Industrial Motion
Corp.
Altra is a premier industrial global
manufacturer and supplier of highly engineered motion control,
automation, power transmission, and engine braking systems and
components. Altra’s portfolio consists of 27 well-respected brands
including Bauer Gear Motor, Boston Gear, Jacobs Vehicle Systems,
Kollmorgen, Portescap, Stromag, Svendborg Brakes, TB Wood’s,
Thomson and Warner Electric. Headquartered in Braintree,
Massachusetts, Altra has over 9,000 employees and 48 production
facilities in 16 countries around the world.
Forward-Looking Statements
All statements, other than statements of
historical fact included in this release are forward-looking
statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. These statements include, but are
not limited to, any statement that may predict, forecast, indicate
or imply future results, performance, achievements or events.
Forward-looking statements can generally be identified by phrases
such as “believes,” “expects,” “potential,” “continues,” “may,”
“should,” “seeks,” “predicts,” “anticipates,” “intends,”
“projects,” “estimates,” “plans,” “could,” “designed”, “should be,”
and other similar expressions that denote expectations of future or
conditional events rather than statements of fact. Forward-looking
statements also may relate to strategies, plans and objectives for,
and potential results of, future operations, financial results,
financial condition, business prospects, growth strategy and
liquidity, and are based upon financial data, market assumptions
and management's current business plans and beliefs or current
estimates of future results or trends available only as of the time
the statements are made, which may become out of date or
incomplete. Forward looking statements are inherently uncertain,
and investors must recognize that events could differ significantly
from our expectations. These statements include, but may not be
limited to, statements regarding (a) Nook’s expected revenue of $42
million for 2021, (b) management’s expectation that the transaction
will be cash accretive to the Company’s earnings in 2022, excluding
any one-time or acquisition-related costs, (c) anticipated annual
cost and sales synergies of approximately $6 million by year four
of combined operations (d) the Company’s expected tax benefit, with
a net present value of approximately $12 million to $15 million, as
a result of the acquisition of Nook, (e) expectations that the
acquisition of Nook will advance the Company’s strategy of focusing
its portfolio on highly engineered products in the motion control
and power transmission markets and increasing its exposure to
attractive secular trends, (f) management’s expectations that with
Nook, the Company will be positioned to benefit from cross-selling
opportunities that leverage its expanded and complementary linear
motion control product offerings, while also gaining strong
customer relationships in strategic end markets such as medical,
factory automation and defense, (g) that the Company will be able
to utilize its scale to leverage fixed costs, while also
capitalizing on Nook’s production capacity to better satisfy
increasing customer demand, and (h) that the Nook employees will
contribute to the Company.
In addition to the risks and uncertainties noted
in this release, there are certain factors that could cause actual
results to differ materially from those anticipated by some of the
statements made. These include: (1) competitive pressures, (2)
changes in political and economic conditions in the United States
and abroad and the cyclical nature of the Company’s markets, (3)
loss of distributors, (4) the ability to develop new products and
respond to customer needs, (5) risks associated with international
operations, including currency risks, and the effects of tariffs
and other trade actions taken by the United States and other
countries, (6) accuracy of estimated forecasts of OEM customers and
the impact of the current global economic environment on the
Company’s customers, (7) risks associated with a disruption to the
Company’s supply chain, (8) fluctuations in the costs of raw
materials used in the Company’s products, (9) product liability
claims, (10) work stoppages and other labor issues involving the
Company’s facilities or the Company’s customers, (11) changes in
employment, environmental, tax and other laws and changes in the
enforcement of laws, (12) loss of key management and other
personnel, (13) risks associated with compliance with environmental
laws, (14) the ability to successfully execute, manage and
integrate key acquisitions and mergers, (15) failure to obtain or
protect intellectual property rights, (16) impairment or reduction
of goodwill or intangible assets, (17) failure of operating
equipment or information technology infrastructure, including
cyber-attacks or other security breaches, and failure to comply
with data privacy laws or regulations, (18) risks associated with
the Company’s debt leverage, (19) risks associated with
restrictions contained in the agreements governing Altra’s $400
million aggregate principal amount of 6.125% senior notes due 2026
and Altra’s revolving credit facility and term loan facility, (20)
risks associated with compliance with tax laws, (21) risks
associated with the global recession and volatility and disruption
in the global financial markets, (22) risks associated with
implementation of the Company’s enterprise resource planning
system, (23) risks associated with certain minimum purchase
agreements we have with suppliers, (24) risks related to the
Company’s relationships with strategic partners, (25) the Company’s
ability to offset increased commodity and labor costs with
increased prices, (26) risks associated with the Company’s exposure
to variable interest rates and foreign currency exchange rates,
(27) swap counterparty credit risk, including interest rate swap
contracts, cross-currency swap contracts and hedging arrangements,
(28) risks associated with the Company’s exposure to renewable
energy markets, (29) risks related to regulations regarding
conflict minerals, (30) risks related to restructuring and plant
consolidations, (31) risks related to the Company’s A&S
acquisition and integration and other acquisitions, including (a)
the possibility that we may be unable to achieve expected synergies
and operating efficiencies in connection with the transaction
within the expected time-frames or at all and to successfully
integrate A&S, (b) expected or targeted future financial and
operating performance and results, (c) operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) being greater than expected
following the transaction, (d) the Company’s ability to retain key
executives and employees, (e) slowdowns or downturns in economic
conditions generally and in the markets in which the A&S
businesses participate specifically, (f) lower than expected
investments and capital expenditures in equipment that utilizes
components produced by us or A&S, (g) lower than expected
demand for the Company’s or A&S’s repair and replacement
businesses, (h) the Company’s ability to successfully integrate the
merged assets and the associated technology and achieve operational
efficiencies, (i) the integration of A&S being more difficult,
time-consuming or costly than expected, (j) the inability to
undertake certain corporate actions that otherwise could be
advantageous to comply with certain tax covenants, (k) potential
unknown liabilities and unforeseen expenses related to the
acquisition and (l) the impact on the Company’s internal controls
and compliance with the regulatory requirements under the
Sarbanes-Oxley Act of 2002, (32) exposure to United Kingdom
political developments, including the effect of its withdrawal from
the European Union, and the uncertainty surrounding the
implementation and effect of Brexit and related negative
developments in the European Union and elsewhere, (33) Altra’s
ability to achieve the efficiencies, savings and other benefits
anticipated from its cost reduction, margin improvement,
restructuring, plant consolidation and other business optimization
initiatives, (34) the risks associated with transitioning from
LIBOR to a replacement alternative reference rate, (35) the scope
and duration of the COVID-19 global pandemic and its impact on
global economic systems and the Company’s employees, sites,
operations, customers and supply chain, including the impact of the
pandemic on manufacturing and supply capabilities throughout the
world, (36) adverse conditions in the credit and capital markets
limiting or preventing the Company’s and its customers’ and
suppliers’ ability to borrow or raise capital, (37) the Company’s
ability to invest in new technologies and manufacturing techniques
and to develop or adapt to changing technology and manufacturing
techniques, (38) defects, quality issues, inadequate disclosure or
misuse with respect to the Company’s products and capabilities,
(39) changes in labor or employment laws, (40) the Company’s
ability to recruit, retain and motivate key sales, marketing or
engineering personnel, (41) unplanned repairs or equipment outages,
(42) changes in the Company’s tax rates, including enactment of the
Tax Cuts and Jobs Act of 2017, or exposure to additional income tax
liabilities or assessments, as well as audits by tax authorities,
(43) the risks associated with the Company’s ability to
successfully divest or otherwise dispose of businesses that are
deemed not to fit with the Company’s strategic plan or are not
achieving the desired return on investment and (44) other risks,
uncertainties and other factors described in the Company's
quarterly reports on Form 10-Q and annual reports on Form 10-K and
in the Company's other filings with the U.S. Securities and
Exchange Commission (SEC) or in materials incorporated therein by
reference. Except as required by applicable law, Altra does not
intend to update or alter its forward-looking statements, whether
as a result of new information, future events or otherwise.
AIMC-G
CONTACT:
Altra Investor Relations
781-917-0600
Email: ir@altramotion.com
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