Fluidra S.A., a Spanish listed multinational group serving the residential and commercial pool and wellness sector, and Zodiac Pool Solutions, a manufacturer of residential pool equipment and connected pool systems, have agreed to merge.
The merger is expected to close in the first half of 2018. Fluidra will maintain global headquarters in Sabadell (Barcelona), Spain and North American headquarters in Vista, Calif. Fluidra executive president Eloi Planes will serve as executive chair of its board of directors, while Zodiac CEO Bruce Brooks will serve as the company’s CEO.
The combined company will keep Fluidra’s name and public listing on the Spanish stock exchange, employ a workforce of 5500 industry professionals and operate an expansive global footprint stretching across more than 45 countries in North America, Europe, Australia, Asia, South America, and Africa, with the U.S. representing its largest market. Sales will total €1.3 billion with combined earnings before interest, taxes, depreciation, and amortization of €210 million, improving margins and cash flow profile.
“By combining Fluidra and Zodiac, we will build a strong and exciting platform from which to better serve our customers, develop user-driven sustainable innovations, and create opportunities for our people and our dealers,” said Planes. “This merger will create significant value for all our shareholders.”
The merged organization will offer an expanded product portfolio, including Zodiac,® Jandy,® Pro Series, Polaris,® AstralPool,® Cepex,® Gre,® and CTX Professional.® Additionally, with its expanded resources, the new company will be positioned to accelerate innovation to meet market demand for more efficient, customer-focused solutions in growing fields like robotics and the Internet of Things (IoT).
Zodiac brings to the merger its strong position in North America and a dedicated focus on residential pool systems, while Fluidra brings its strength in Europe, Australia, Asia, South America, and Africa, plus a product portfolio that includes commercial and residential pool products.
“This will be a merger between two industry leaders with a shared customer-centred vision, a commitment to innovation, and a clear and complementary set of values,” said Brooks. “We will have expanded reach into growing global markets and the ability to accelerate product development and better meet our customers’ needs worldwide.”
Each company’s board of directors unanimously supports the formation of this new company. In connection with the transaction, Fluidra’s founding families have entered into a shareholders’ agreement with affiliates of Rhône Capital, current equity holders of Zodiac; these parties will respectively hold 29 per cent and 42 per cent of the combined company’s shares at closing. This group of core shareholders is focused on value creation going forward, and has agreed to customary share transfer restrictions. An enlarged board of directors comprising 12 members will represent the shareholders of the combined entity: four independent, four nominated by the founding families, and four nominated by Rhône Capital.
The transaction is subject to the approval of Fluidra’s shareholders, as well as other customary conditions including merger control clearances and the exemption by the Spanish stock market regulator (CNMV) of Rhône Capital launching a mandatory takeover bid following completion of the merger.
Citigroup is acting as financial advisor to Fluidra and Credit Suisse is acting as financial advisor to Zodiac. Garrigues is acting as legal advisor to Fluidra and Linklaters is acting as legal advisor to Zodiac.