Pentair to Acquire Norit’s Clean Process Technologies

08.04.2011

Pentair, Inc. announced that it has entered into a definitive agreement to acquire the Clean Process Technologies (CPT) division, a global leader in innovative membrane technology and ultrafiltration, from privately held Norit Holding, B.V. for euro 503 million (approximately $705 million), plus net debt at closing.

Pentair expects the net debt at the time of closing to be minimal and plans to fund the transaction with a combination of cash, revolving credit facility funding and investment grade financing. In 2010, CPT reported, on an International Financial Reporting Standards (IFRS) basis, euro 222 million of net sales and euro 35 million of IFRS operating result before depreciation and amortization.

CPT is a global leader in membrane solutions and clean process technologies in the high growth water and beverage filtration and separation segments. Supported by more than a century of innovation and expertise and backed by its own proprietary technology, CPT provides sustainable purification systems and solutions for desalination, water reuse, industrial applications and beverage segments that effectively address the increasing challenges of clean water scarcity, rising energy costs and pollution. CPT s product offerings include innovative ultrafiltration and nanofiltration membrane technologies, aseptic valves, CO2 recovery and control systems and specialty pumping equipment.

Based in the Netherlands, CPT has approximately 1,200 employees and operates five production and research and development facilities. With more than 170 distributors across 100 countries, CPT has broad sales diversity with approximately 45 percent of revenues generated in Western Europe, 20 percent in Asia-Pacific and nearly 10 percent in each of Latin America and the Middle East, with the balance in rest-of-Europe and North America. Pentair estimates CPT full year 2011 sales to be greater than euro 250 million ($350 million) on a U.S. GAAP basis.

"Technology plays a major role in addressing the increasing challenges of clean water supply and rising energy costs. With leading membrane technologies, CPT provides components, systems, and services that will broaden and deepen our capabilities in desalination, water reuse and high efficiency industrial applications -- and enable us to provide more integrated solutions to our customers," said Randall J. Hogan, Pentair chairman and chief executive officer.

"This acquisition will position Pentair as a leader in the attractive food and beverage sector, where CPT s expertise is highly valued, and will meaningfully strengthen our presence in fast growth regions, including China, Latin America and the Middle East," Hogan added.

The transaction is expected to close in the second quarter of 2011, subject to satisfaction of customary conditions and applicable regulatory approval. Pentair expects the acquisition to be $0.15 to $0.20 accretive to 2012 diluted earnings per share (EPS), the first full fiscal year following the acquisition. The transaction is expected to be dilutive to 2011 EPS by approximately $0.15, pending final purchase accounting valuations and analysis. After adjusting for customer contracts and inventory step-ups of approximately $0.12 and customary deal costs of approximately $0.06, the acquisition is expected to be about $0.03 accretive to 2011 EPS.

Source: Pentair plc.

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