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Cummins to acquire Meritor – Just Auto

Cummins and Meritor have declared that they have entered into a definitive arrangement less than which Cummins will purchase Meritor – a maker of drivetrain, mobility, braking, aftermarket and electric powertrain remedies for business automobile and industrial markets.

Below the conditions of the arrangement, Cummins will fork out $36.50 in hard cash for every Meritor share, for a whole transaction benefit of roughly $3.7 billion, including assumed personal debt and web of acquired income.

“The acquisition of Meritor is an significant milestone for Cummins. Meritor is an industry leader, and the addition of their complementary strengths will assist us address just one of the most critical technological know-how issues of our age: creating economically practical zero carbon remedies for business and industrial programs,” said Tom Linebarger, Chairman and CEO, Cummins.

“Climate change is the existential disaster of our time and this acquisition accelerates our skill to address it. Our clients have to have economically feasible decarbonized options.”

“In addition, our communities and our planet rely on companies like Cummins to invest in and create these answers,” Linebarger added. “This acquisition adds items to our elements business enterprise that are independent of powertrain know-how, and by leveraging our world wide footprint we count on to accelerate the growth in Meritor’s main axle and brake businesses. There is also a compelling monetary case for this acquisition, with sizeable synergies expected in SG&A, supply chain operations and services optimization.”

“This arrangement with Cummins builds on Meritor’s track-report of excellent efficiency and company to our prospects. Our offerings will proceed to perform an significant, strategic position as professional automobiles change to become electrical and autonomous,” reported Chris Villavarayan, CEO and President of Meritor. “At closing, Meritor shareholders will get speedy price at a compelling 48% top quality to the Meritor buying and selling cost as of Feb. 18, 2022, and buyers will benefit from enhanced abilities in know-how and the skill to speed up expenditure in axle and brake enhancement and EV adoption. Our international group users and their dedication to excellence helped make this transaction achievable and will fuel our innovations as we embark on this next chapter in our longstanding legacy.”

Strategic rationale

Meritor is an industry leader in axle and brake engineering. The integration of Meritor’s people, technological innovation and capabilities will position Cummins as a single of the number of businesses equipped to give built-in powertrain alternatives throughout combustion and electric powered electricity applications. This is the proper time to go after this mixture as desire for decarbonized remedies accelerates. Cummins thinks eAxles will be a essential integration place within hybrid and electric drivetrains. By accelerating Meritor’s expenditure in electrification and integrating enhancement in just its New Power small business, Cummins expects to supply industry-foremost remedies to worldwide shoppers.

Meritor has a legacy relationship back again a lot more than 110 many years. The enterprise, which is headquartered in Troy, MI, has far more than 9,600 workers serving business truck, trailer, off-freeway, defence, specialty and aftermarket prospects all over the planet.

The acquisition of Meritor is envisioned to be quickly accretive to Cummins’ adjusted EPS and is predicted to make once-a-year pre-tax run-fee synergies of around $130 million by calendar year a few following closing. Cummins intends to finance the transaction using a combination of hard cash on the company’s harmony sheet and personal debt and stays fully commited to retaining its solid credit history ratings.

The Board of Administrators of Meritor has unanimously authorised the agreement with Cummins and suggests that Meritor shareholders vote in favour of the transaction at the Special Assembly of Shareholders to be termed in link with the transaction. The transaction, which is matter to customary closing circumstances and receipt of applicable regulatory approvals and Meritor shareholder acceptance, is predicted to near by the conclusion of the calendar yr.

Morgan Stanley & Co. LLC is serving as money advisor to Cummins and Mayer Brown is serving as lawful advisor. J.P. Morgan Securities LLC is serving as economical advisor to Meritor and Wachtell, Lipton, Rosen & Katz is serving as authorized advisor.