Expands Crane NXT’s capabilities in physical
and digital product authentication and anticounterfeiting
technologies
Transaction expected to deliver double digit
ROIC by year five
Crane NXT, Co. (NYSE: CXT) ("Crane NXT" or the "Company"), a
premier industrial technology company, today announced it has
signed a definitive agreement with Investcorp Technology Partners
("Investcorp”) to acquire OpSec Security (“OpSec”) for $270 million
in cash, subject to customary adjustments. OpSec is a global leader
in brand protection and authentication solutions, serving the
world’s most recognized brands, as well as government agencies and
financial institutions.
Aaron W. Saak, Crane NXT’s President and Chief Executive Officer
stated: “OpSec is an excellent fit with our portfolio of
technologies that secure, detect, and authenticate our customers’
most valuable assets. The authentication and brand protection
markets are large and growing, bolstered by secular mega trends,
including the continuous rise of counterfeiting and proliferation
of online marketplaces, as well as digital media and piracy. OpSec
is a global leader in these markets with its proprietary
technology, broad suite of solutions, and integrated offering. This
acquisition will enable us to leverage our complementary expertise
in anticounterfeiting technology and drive growth and sustainable
value creation as a trusted partner to clients.”
Dr. Selva Selvaratnam, OpSec’s CEO, said: “We are thrilled to be
joining forces with Crane NXT to continue to accelerate our growth.
Together, we will be even better positioned to help our customers
realize the value and ensure the integrity of their physical and
digital brand portfolios, from products and content to trademarks
and trust. We are extremely grateful to Investcorp for its
tremendous support as we’ve scaled our business, and we look
forward to building on this momentum in the years ahead.”
The acquisition will expand Crane NXT’s capabilities across the
entire product and brand authentication value chain. OpSec provides
its customers with a complete end-to-end offering that combines
proprietary features, technologies, and expertise to meet their
unique brand needs. It has more than four decades of experience in
optical security and is recognized as one of the pioneers of micro
lithography. It also has scalable software platforms that enable
the traceability of products, manage the licensing of brand
properties, and detect and enforce against online brand abuse and
content infringement. With a global footprint across North America,
Europe, and Asia, OpSec is uniquely positioned with the scale to
support leading brands worldwide.
Financials and Closing Conditions
This agreement does not include the acquisition of Zacco,
currently part of OpSec, which will remain with Investcorp. The
parties intend for OpSec and Zacco to continue a business
relationship post-acquisition. Excluding Zacco, OpSec expects to
generate approximately $130 million in revenue for fiscal 2024.
Crane NXT expects the acquisition to be accretive to Adjusted EPS
in 2025 and to achieve double digit ROIC by year five, driven by
the growth outlook for OpSec and transaction synergies.
The transaction is expected to close in the second quarter of
2024, subject to customary closing conditions.
Webcast and Conference Call Details
Crane NXT will host a conference call to discuss the transaction
on Monday, March 11, 2024, at 9:00 A.M. (Eastern). The call and
webcast can be accessed via the investor relations section of the
Company’s website or by dialing 877-407-6184 or +1-201-389-0877. An
accompanying slide presentation and a replay of the live event will
also be available on the Company’s website.
Advisors
Baird is acting as Crane NXT’s financial advisor, and Davis Polk
& Wardwell LLP is serving as Crane NXT’s legal counsel.
Proskauer Rose LLP is serving as legal counsel for OpSec.
About Crane NXT, Co.
Crane NXT is a premier industrial technology company that
provides trusted technology solutions to secure, detect, and
authenticate what matters most to its customers. Crane NXT is a
pioneer in advanced micro-optics technology for securing physical
products, and its sophisticated electronic equipment and associated
software leverages proprietary core capabilities with detection and
sensing technologies. Crane NXT has approximately 4,000 employees
with global sales, research and development, and operations
facilities in the United States, the United Kingdom, Mexico, Japan,
Germany, Sweden, and Malta. For more information, visit
www.cranenxt.com.
About OpSec Security
OpSec Security is a world leader in authentication and brand
integrity with a heritage that spans four decades. OpSec serves
many of the world’s leading brand owners, licensors, and media
rights owners, helping them build intangible value and mitigate
vulnerability across both physical and digital domains. OpSec also
provides high-security and compliance solutions to governments.
With their global reach and coverage, they integrate into brand
operations, royalty cycles, and products, as well protecting brand
identity and digital content across online marketplaces, social
media platforms, websites, and beyond. OpSec brings together
multiple disciplines to ensure that solutions are brand-led,
practical, and effective. For more information, visit
www.opsecsecurity.com.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements within
the meaning of the federal securities laws. Forward-looking
statements include all statements that are not historical
statements of fact and those regarding the Company's intent,
belief, or expectations.
Words such as “anticipate(s),” “expect(s),” “intend(s),”
“believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,”
“seek(s),” and similar expressions, or the negative of these terms,
are intended to identify such forward-looking statements. These
statements are based on management’s current expectations and
beliefs and are subject to a number of risks and uncertainties that
could lead to actual results differing materially from those
projected, forecasted or expected. The Company assumes no (and
disclaims any) obligation to revise or update these statements to
reflect future events or circumstances. Although the Company
believes that the assumptions underlying the forward-looking
statements are reasonable, it can give no assurance that its
expectations will be attained. The Company cautions investors not
to place undue reliance on any such forward-looking statements.
Risks and uncertainties that could cause actual results to differ
materially from the Company's expectations include, but are not
limited to: changes in global economic conditions (including
inflationary pressures) and geopolitical risks, including
macroeconomic fluctuations; demand for its products, which is
variable and subject to factors beyond its control; fluctuation in
the prices of, or disruption in its ability to source, components
and raw materials, and delays in the distribution of its products;
information systems and technology networks failures, breaches in
data security, theft of personally identifiable and other
information, and non-compliance with its contractual or other legal
obligations regarding such information; risks associated with
conducting a substantial portion of its business outside the U.S.;
loss of personnel or being able to hire and retain additional
personnel needed to sustain and grow its business as planned; being
unable to identify or complete acquisitions, or to successfully
integrate the businesses the Company acquires, or complete
dispositions; being unable to successfully develop and introduce
new products, which would limit its ability to grow and maintain
its competitive position; governmental regulations and failure to
comply with those regulations; risks from litigation, claims and
investigations, including those related to product liability and
warranties, and employee, commercial, intellectual property and
environmental matters; risks related to its ability to improve
productivity, reduce costs and align manufacturing capacity with
customer demand; the ability to protect its intellectual property;
significant competition in the Company's markets; adverse impacts
from intangible asset impairment charges; additional tax expenses
or exposures; inadequate or ineffective internal controls; and
risks related to the Separation, including not obtaining the
intended tax treatment of the Separation transaction, failure of
Crane Company to perform under the various transaction agreements
and actual or potential conflicts of interest with Crane
Company.
Readers should carefully review Crane NXT, Co.’s financial
statements and the notes thereto, as well as the section entitled
“Risk Factors” in Item 1A of Crane NXT, Co.’s Annual Report on Form
10-K for the year ended December 31, 2023 and the other documents
Crane NXT, Co. and its subsidiaries file from time to time with the
SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240311252724/en/
Crane NXT Contact: Rima Hyder Vice President, Investor
Relations rima.hyder@cranenxt.com www.cranenxt.com
OpSec Contact: Giles Walker Chief Marketing and Strategy
Officer media@opsecsecurity.com
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