Zurn Water Solutions and Elkay Manufacturing to Combine; Creating a Leader in Sustainable Water Solutions
MILWAUKEE – February 14, 2022 – Zurn Water Solutions Corporation (NYSE: ZWS), a market leader in smart, sustainable water solutions and products, and Elkay Manufacturing Company, a market leader in the highly attractive and growing commercial drinking water solutions business, announced today they have reached a definitive agreement to combine the businesses in an all-stock transaction. Upon completion of the transaction, Zurn Water Solutions shareholders will own approximately 71% and Elkay shareholders will own approximately 29% of the combined and newly named company – Zurn Elkay Water Solutions Corporation.
“This transaction is a true game-changer as we create an even stronger pure play water company by combining with the iconic brand, Elkay,” said Todd A. Adams, Chairman and CEO of Zurn Water Solutions. “The combination puts us well on our way to doubling the size of the business over the next couple of years while enhancing our competitive advantage within specified water solutions. We also add the high-growth, and increasingly essential, drinking water sector in our portfolio and have a clear path to capitalize on the significant synergies the combination will generate.
“Elkay is viewed as the ‘gold standard’ in providing clean drinking water within institutional and commercial buildings. What makes the combination so compelling is the alignment of our shared values and cultures, commitment to serving our customers and what we can accomplish together by providing an even more comprehensive package of innovative, specified water solutions that provide water safety, water quality and water conservation to critical verticals like education and healthcare.
“I want to thank Ron Katz, Senior Member of the founding family, and Tim Jahnke, Chairman of Elkay, for believing in the power of the combination and the entire Elkay family for their confidence and commitment to work together to create something special. It’s our intent to preserve the strong culture and values at Elkay and we are excited to build upon the incredible legacies of both businesses as we come together to create an even brighter future as Zurn Elkay Water Solutions.”
Elkay has been family-owned since it was founded in 1920 and has been making innovative products and delivering exceptional customer service for over 100 years. Headquartered in Illinois, Elkay has similar midwestern core values as Zurn. While the business started in sinks, their continued innovation and growth has led them to currently being a market leader in drinking water as well as sinks in residential and commercial settings.
Media Relations Zurn:
Jamie LeRoy, Senior Manager, Demand Generation
414-808-0128
Zurn.Communications@zurn.com
Media Relations Elkay:
Linda Carlisle, Corporate Responsibility & Communications
630-572-2330
linda.carlisle@elkay.com
“We knew we could increase our long-term competitive position by combining with another complementary brand,” stated Ron Katz, Senior Member of the founding family. “We were pleased to find a well-respected partner in Zurn Water Solutions, with their strong, people-centric midwestern values and deep commitment to quality, ethics, and customer satisfaction that mirrors our own.”
“This combination clearly creates a unique and dynamic set of competitive advantages for our customers to capitalize on the unrivaled product solution breadth and depth we’ll bring to the marketplace,” said Adams. “Together, Zurn and Elkay will also provide our customers the capability to advance their ESG initiatives while reducing their overall initial and operating costs while providing a safe, clean environment for students, patients, patrons, and people within the public and private spaces they operate. Finally, we believe this combination creates an attractive platform to provide superior shareholder value as the combination allows for increased growth, margin expansion, higher free cash flow and improved leverage all while providing ample room for continued investments in growth.”
Governance and Locations
Upon closing, the combined company will continue to be led by the existing Zurn Water Solutions Board of Directors with the addition of two new directors who currently serve on the Elkay Board of Directors. Todd Adams will remain Chairman and Chief Executive Officer, Craig Wehr will remain President of Zurn Water Solutions, and Ted Hamilton will remain President of Elkay Plumbing.
The combined company will continue to trade under the ticker NYSE: ZWS. It will be headquartered in Milwaukee, Wisconsin and will continue to maintain a presence in the Chicago area where Elkay is headquartered.
About Zurn Water Solutions
Headquartered in Milwaukee, Wisconsin, Zurn Water Solutions is a growth-oriented, pure-play water business that designs, procures, manufactures, and markets what we believe is the broadest sustainable product portfolio of solutions to improve health, human safety, and the environment. The Zurn product portfolio includes professional grade water control and safety, water distribution and drainage, finish plumbing, hygienic, environmental and site works products for public and private spaces. Additional information about the Company can be found at https://zurnwatersolutions.com/.
About Elkay
Family-owned since 1920, Elkay has been making innovative products and delivering exceptional customer care for almost a century. While proud to be America's No. 1 selling kitchen sink company, Elkay expanded its commercial offerings more than four decades ago and today delivers faucets, water coolers, drinking fountains, Smartwell Water Delivery Systems, and the award-winning ezH2O bottle filling stations, in addition to world-class stainless steel and quartz sinks. Like your family, Elkay has values and traditions that endure - like our commitment to sustainability and giving back to our community. Headquartered in the United States in Downers Grove, Illinois, Elkay employs over 1,800 employees worldwide, working from 13 locations across the U.S., China, and Mexico. For more information, visit www.elkay.com.
Forward-Looking Statements This communication contains certain “forward-looking statements” including statements regarding the anticipated timing and benefits of the combination of Zurn and Elkay (the “Transaction”). These forward-looking statements are based on our current expectations and beliefs, but there can be no assurance that these will be as anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, among others: the inability to complete the Transaction, including due to the failure to receive required Zurn shareholder approvals or the failure of other closing conditions; the inability to recognize the anticipated benefits of the proposed Transaction, including the forecasted cost synergies; and costs related to the proposed Transaction. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures In this press release we disclose projected 2022 net debt leverage, pro forma for the Transaction. Net debt leverage is a non-GAAP financial measure, computed as the ratio of total debt less cash to Adjusted EBITDA, used by management and investors as a measure of Zurn’s financial strength and ability to incur incremental indebtedness when making key investment decisions and evaluating us against peers. “Adjusted EBITDA” is the term we use to describe EBITDA as defined and adjusted in Zurn’s credit agreement, and EBITDA represents earnings from continuing operations before interest and other debt related activities, taxes, depreciation and amortization. We believe that these financial measures are appropriate to enhance an overall understanding of Zurn’s underlying operating performance trends compared to historical and prospective periods and Zurn’s peers. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP.
Additional Information In connection with the Transaction, we intend to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) that will include a proxy statement/prospectus relating to the Transaction. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. A definitive proxy statement will be sent to stockholders of Zurn seeking approval of the Transaction. The documents relating to the Transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge by contacting us at 855-480-5050.
No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participants in the Solicitation This communication is not a solicitation of a proxy from any security holder. Zurn, Elkay and their respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies from Zurn’s stockholders in connection with the Transaction. Information regarding the names and interests in the proposed transaction of Zurn’s directors and officers is contained Zurn’s filings with the SEC. Additional information regarding the interests of potential participants in the solicitation process will also be included in the proxy statement/prospectus relating to the Transaction and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.