AVEVA Buys OSIsoft for $5B
August 25, 2020
AVEVA has reached agreement on the terms of an acquisition of OSIsoft at an enterprise value of $5.0 billion.
Here’s what company leaders had to say:
Dr. J. Patrick Kennedy, OSIsoft founder
Craig Hayman, AVEVA CEO
OSIsoft is headquartered in California, USA, and has approximately 1,400
employees. OSIsoft's PI System is used by its customers across 14,000 sites in
127 countries and is widely utilised in the process industries such as
manufacturing, energy, utilities, pharmaceuticals, and life sciences, as well as
within data centre facilities and across the public sector including federal
government. OSIsoft works with over 1,000 of the world's leading power and
utilities companies, 38 of the Global Fortune Top 40 oil & gas companies, all of
the Global Fortune Top 10 metals and mining companies, 37 out of 50 of the
world's largest chemical and petro-chemical companies and 9 out of 10 of the
Global Fortune Top 10 pharmaceutical companies. Furthermore, as businesses
deploy increasing levels of sensor-enabled equipment, more assets are streaming
more data, increasing the need for and value derived from the PI System.
OSIsoft is currently owned by three shareholders:
· Estudillo Holdings Corp. ("Estudillo"), a company majority owned by Dr. J. Patrick Kennedy and his family, which holds a 50.3% stake;
· SB/OSI, Inc. ("SoftBank"), a company owned by SoftBank Group, which holds a 44.7% stake; and
· MDT Holding, Inc. ("Mitsui"), a company owned by Mitsui & Co., Ltd, which holds a 5.0% stake.
The Acquisition to form the "Enlarged Group" is a Class 1 transaction for AVEVA under the Listing Rules of the Financial Conduct Authority. A combined circular and prospectus containing further details on the Acquisition, the recommendation of AVEVA's board of directors (the "Board"), the terms of the proposed rights issue (the "Rights Issue"), and the notice of the general meeting of the Company (to be held to approve, amongst other matters, the Acquisition and to authorise the directors to allot shares in connection with the Rights Issue and the Acquisition) (the "General Meeting") (the "Combined Circular and Prospectus") is expected to be sent to AVEVA shareholders ("Shareholders") in October or early November 2020.
Schneider Electric which currently indirectly holds approximately 60% of the issued ordinary shares of AVEVA ("Ordinary Shares"), has irrevocably committed to vote in favour of the Acquisition and fully subscribe for shares pursuant to the Rights Issue on a pro rata basis.
Subject to satisfaction of the conditions to the Acquisition, completion of the Acquisition ("Completion") is expected to occur around the end of the year.
Key Highlights of the Acquisition
The Board expects that the Acquisition will, among other things:
· Strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.£1.2 billion and Adjusted EBIT of c.£330 million (c.28% margin) for the Enlarged Group;
· Combine the complementary product offerings of AVEVA and OSIsoft - bringing together industrial software and data management - capitalising on the technological megatrends that are driving digital transformation of the industrial world as efficiency, flexibility, sustainability and resilience become increasingly urgent requirements for customers:
o OSIsoft's PI System is a very scalable and robust enterprise level data historian platform, which will be a key enabler of a number of AVEVA solutions, in particular enhancing the Digital Twin, HMI/SCADA, Manufacturing Execution System and Asset Performance, with more inputs and connectivity to feed AI-infused and cloud-based solutions;
o AVEVA's and OSIsoft's solutions will combine to create a leading Industrial Internet of Things (IIoT) portfolio, which will continue to be platform and hardware agnostic, meaning that it will be able to communicate with diverse devices using different operating systems;
o The combined solution set will optimise engineering, operations and performance, with unprecedented efficiency and value as a result of the integration of both businesses; and
o AVEVA will be able to accelerate the market adoption and expansion of OSIsoft Cloud Services (OCS) and other cloud-based offerings, which recently entered into an early adopter program and provide OSIsoft's industry leading data management capability in a native cloud environment;
· Enable AVEVA to broaden and deepen its relationships with both existing and new customers across the highly complementary, global customer bases. AVEVA and OSIsoft have a significant shared customer base, which provides synergies in multiple industries, enabling product integration and customer value;
· Strengthen AVEVA's position in the power & utilities and chemicals & petrochemicals segments and add stronger positions in the pharmaceutical, food & beverage and life sciences segments. AVEVA's industry exposure will also be further diversified with the oil & gas segment's contribution to pro forma revenue expected to decrease from c.40% to c.35%;
· Create cross selling opportunities across the Americas, EMEA and Asia Pacific, with each region contributing c.41%, c.36% and c.23%, respectively, to the Enlarged Group's pro forma revenue;
· Support delivery of AVEVA's medium term targets and enhance the Enlarged Group's long-term growth opportunity, with OSIsoft's strong historical growth, recurring revenue and margins closely aligned with AVEVA's own targets, and significant further upside through operational leverage, cost and revenue synergies;
· Create additional value for Shareholders through the potential for material cross-sell and upsell revenue synergies owing to the high degree of complementarity between the two product portfolios and a significantly larger customer base in expanded geographies and industries;
· Meaningful cost synergies are expected to be achieved, driven by operational efficiencies through the optimisation of cost structures such as elimination of overlaps, increased utilisation of delivery centres, and integration of corporate and administrative functions;
· Create material cash tax savings over a 15 year period as a result of intangible assets created by the Acquisition that can be amortised for tax purposes; and
· Be earnings accretive in AVEVA's financial year ending 31 March 2022, before synergies.
Key terms of the Acquisition
The key terms of the Acquisition include:
· Acquisition of OSIsoft for an enterprise value of $5.0 billion, on a cash-free and debt-free basis, assuming a normalised level of working capital, and subject to customary completion adjustments;
· $5.0 billion represents a multiple of 32.9x EV / Adjusted TTM EBIT, broadly in line with AVEVA's multiple;
· Acquisition is expected to be funded by a combination of a capital raise by way of the Rights Issue, cash on balance sheet, new debt facilities and issuing new Ordinary Shares to one of the selling shareholders, as follows:
o Approximately 12% ($0.6 billion) of the total consideration will be paid to Estudillo, in newly issued Ordinary Shares2, of which Estudillo will distribute approximately 90% of the shares to affiliates of Dr. J. Patrick Kennedy and 10% to other shareholders in Estudillo; and
o Approximately 88% ($4.4 billion) of the total consideration will be paid in cash, which will be funded by a combination of:
§ c.$3.5 billion from the proceeds of the proposed Rights Issue3; and
§ c.$0.9 billion from existing cash on balance sheet and new debt facilities, resulting in pro forma net leverage of 1.9x EBITDA for the Enlarged Group;
· OSIsoft's founder, Dr. J. Patrick Kennedy, will remain involved in the business through his appointment to the newly established (non-Board) role of Chairman Emeritus and ongoing share ownership of >4% in the Enlarged Group, in order to support the delivery of the full strategic, operational and financial benefits of the Acquisition;
· PI to be established as a business unit within the Enlarged Group, and AVEVA plans to establish retention and incentive arrangements with key OSIsoft management and employees in order to ensure the continued success of OSIsoft as part of the Enlarged Group;
· Completion is conditional upon, among other things, Shareholder approval of the resolution needed to complete the Acquisition and to authorise the directors to allot shares in connection with the Rights Issue and the Acquisition (the "Resolution") and satisfaction of applicable antitrust and other regulatory approvals;
· The Combined Circular and Prospectus is expected to be published in October or early November 2020 with the proposed Rights Issue to follow soon thereafter;
· For the purposes of certain funds in connection with the Acquisition, AVEVA has entered into a fully committed facilities agreement with Barclays, BNP Paribas and J.P. Morgan, consisting of:
o A debt bridge to equity of $3.6 billion (the "Bridge Facilities") which is not expected to be drawn and will be cancelled upon receipt of the net proceeds of the Rights Issue; and
o Fully committed term and revolving facilities which include a $900 million term loan facility with a maturity of 3 years ("Term Loan") and a £250 million revolving credit facility with a maturity of a minimum of 3 years ("RCF"); and
· Schneider Electric, which currently holds approximately 60% of the issued Ordinary Shares of AVEVA, has irrevocably committed to vote in favour of the Acquisition and fully subscribe to the Rights Issue on a pro rata basis. This will deliver the necessary voting majority for the Resolution to pass.