m&a – key aspects of due diligence & integration

9
ASSA ABLOY Acquisition of the Hardware and Home Improvement (“HHI”) division of Spectrum Brands

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Page 1: M&A – key aspects of due diligence & integration

Public

ASSA ABLOYAcquisition of the Hardware and Home Improvement (“HHI”) division of Spectrum Brands

Page 2: M&A – key aspects of due diligence & integration

New construction~25%

Aftermarket

~75%

2

HHI – a strong provider of residential access products in North America

Key highlights Revenue Breakdown (locksets)

▪ 7,500 employees with headquarters in Lake

Forest, California, with an attractive

manufacturing footprint

▪ Strong platform in the North American

residential segment with large mechanical base

▪ Portfolio of innovative products, including

patented SmartKey technology and electronic,

smart and biometric locks

▪ Well established customer relationships:

▪ Large home improvement centers

▪ Wholesale distributors

▪ Homebuilders

▪ Online retail providers

Sales and EBITDA-margin*

Mechancial

~80%

Electromechanical

~20%

15

20

25

1000

1200

1400

2019 2020

Sales EBITDA-margin

MUSD %

* Fiscal year is October-September

Page 3: M&A – key aspects of due diligence & integration

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Strong brands and product portfolio

Security Plumbing Builders’ Hardware

Description

▪ Provides residential, electronic and traditional security products including locks, knobs, handlesets, deadbolts and accessories

▪ Offers a broad range of plumbing fittings for kitchen, bath, shower and other applications

▪ Produces a wide array of builders’ hardware products across more than 15 product categories and over 6,000 SKUs for sale

Key brands

Selected products

Smart Locksets

Electronic Locksets

Traditional Locksets

Barn Door Hardware

HingesKitchen and Bathroom Faucets

Shower Faucets

Page 4: M&A – key aspects of due diligence & integration

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Strong strategic rationale for the acquisition

▪ Strategic step in developing ASSA ABLOY’s residential business

in North America with complementary products and technology

▪ Opportunity to transition large existing mechanical customer

base to digital solutions

▪ Strong position in residential DIY retail and homebuilders

channels

▪ International growth opportunities

▪ Strong financial performance

▪ Skilled and passionate employees and management

Accelerating

profitable growth

Page 5: M&A – key aspects of due diligence & integration

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Delivering on ASSA ABLOY’s M&A strategy

Potential to reach Group

profitability levels

Related to access solutions

Strong growth potential as part of

ASSA ABLOY

Synergies(EBIT-level)

Leverage technology and

know-how

~19% Adjusted EBITDA

margin in fiscal year 2020

~80%Security and

hardware revenues

AttractiveDemonstrated growth

in complementary segments

MUSD ~100in 2025

Product drivenand

customer centric

Strongcultural fit

Page 6: M&A – key aspects of due diligence & integration

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Financial impact and funding

▪ Accretive to EPS from year 1

▪ Operating margin effect initially expected to be dilutive by around 60bps*

▪ Adds ~14% to ASSA ABLOY’s consolidated sales

▪ Benefits from a step-up in the tax basis expected to be realized

▪ Estimated annual tax savings of MUSD 50-60 expected over a 15 year period

▪ Transaction fully funded by existing cash and new debt

▪ Commitment to a maintained strong investment grade credit rating profile

Impact on income

statement

Step-up of tax basis

Funding

▪ MUSD ~100 in EBIT-synergies

▪ Expected to be achieved in 2025Synergies

* Subject to final purchase price allocation

Page 7: M&A – key aspects of due diligence & integration

Transaction details

▪ Purchase price of MUSD 4,300 on a cash and debt-free basis

▪ Multiple of 14x EV / EBITDA (2021E*)

▪ Multiple of 10x EV / EBITDA (2021E*) adjusted for synergies and

tax benefits

▪ Closing expected in Q4 2021, subject to regulatory approval

7

* Fiscal year is October-September

Page 8: M&A – key aspects of due diligence & integration

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A great addition to the ASSA ABLOY Group

▪ Highly complementary to ASSA ABLOY’s business in North America

▪ Together we can accelerate the transition from mechanical

to digital products and solutions

▪ Great people

▪ Strong financial performance

P

P

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Page 9: M&A – key aspects of due diligence & integration

Public

Thank youassaabloy.com