NEW YORK--(BUSINESS WIRE)--May 3, 2018--
Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) announced
that its subsidiary, Clopay Building Products Company, Inc. (“Clopay”)
has entered into a definitive agreement to acquire CornellCookson, Inc.
(“CornellCookson”), a leading US manufacturer and marketer of rolling
steel door and grille products designed for commercial, industrial,
institutional, and retail use, for $180 million. After taking into
account tax benefits resulting from the transaction, the effective
purchase price is approximately $170 million.
“CornellCookson is a highly strategic addition to Griffon’s Home and
Building Products segment, complementing Clopay’s existing portfolio of
residential and commercial sectional doors with leading brands and
products,” said Ronald J. Kramer, Griffon’s Chairman and CEO. “This
acquisition will expand our existing footprint in the commercial
channel, and strengthen our relationships with professional dealers and
installers. With a legacy of innovation, quality, and customer service
going back to 1828, the Cornell and Cookson names will be right at home
within our growing family of iconic brands including Clopay, AMES, True
Temper, and ClosetMaid.”
The acquisition is expected to be financed through cash on hand. The
acquisition is subject to customary closing conditions, and is expected
to close in June 2018.
Griffon and CornellCookson have structured the acquisition such that it
will be treated as an asset purchase for tax purposes. This election
will generate a tax benefit with an estimated present value of more than
$10 million for Griffon and its shareholders.
In the first full year of operations, Griffon expects CornellCookson to
contribute $200 million in net sales and $0.15 in earnings per share.
Baird is acting as Griffon’s financial advisor and Dechert is acting as
Griffon’s legal counsel for the acquisition of CornellCookson.
Forward-looking Statements
“Safe Harbor” Statements under the Private Securities Litigation Reform
Act of 1995: All statements related to, among other things, income
(loss), earnings, cash flows, revenue, changes in operations, operating
improvements, industries in which Griffon operates and the United States
and global economies that are not historical are hereby identified as
“forward-looking statements” and may be indicated by words or phrases
such as “anticipates,” “supports,” “plans,” “projects,” “expects,”
“believes,” “should,” “would,” “could,” “hope,” “forecast,” “management
is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,”
“opportunities,” the negative of these expressions, use of the future
tense and similar words or phrases. Such forward-looking statements are
subject to inherent risks and uncertainties that could cause actual
results to differ materially from those expressed in any forward-looking
statements. These risks and uncertainties include, among others: current
economic conditions and uncertainties in the housing, credit and capital
markets; the Griffon's ability to achieve expected savings from cost
control, integration and disposal initiatives; the ability to identify
and successfully consummate and integrate value-adding acquisition
opportunities; increasing competition and pricing pressures in the
markets served by Griffon’s operating companies; the ability of
Griffon’s operating companies to expand into new geographic and product
markets, and to anticipate and meet customer demands for new products
and product enhancements and innovations; reduced military spending by
the government on projects for which Griffon’s Telephonics Corporation
supplies products, including as a result of defense budget cuts and
other government actions; the ability of the federal government to fund
and conduct its operations; increases in the cost of raw materials such
as resin, wood and steel; changes in customer demand or loss of a
material customer at one of Griffon's operating companies; the potential
impact of seasonal variations and uncertain weather patterns on certain
of Griffon’s businesses; political events that could impact the
worldwide economy; a downgrade in the Griffon’s credit ratings; changes
in international economic conditions including interest rate and
currency exchange fluctuations; the reliance by certain of Griffon’s
businesses on particular third party suppliers and manufacturers to meet
customer demands; the relative mix of products and services offered by
Griffon’s businesses, which could impact margins and operating
efficiencies; short-term capacity constraints or prolonged excess
capacity; unforeseen developments in contingencies, such as litigation
and environmental matters; unfavorable results of government agency
contract audits of Telephonics Corporation; Griffon’s ability to
adequately protect and maintain the validity of patent and other
intellectual property rights; the cyclical nature of the businesses of
certain Griffon’s operating companies; and possible terrorist threats
and actions and their impact on the global economy. Such statements
reflect the views of the Company with respect to future events and are
subject to these and other risks, as previously disclosed in the
Company’s Securities and Exchange Commission filings. Readers are
cautioned not to place undue reliance on these forward-looking
statements. These forward-looking statements speak only as of the date
made. Griffon undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
About Griffon Corporation
Griffon is a diversified management and holding company that conducts
business through wholly-owned subsidiaries. Griffon oversees the
operations of its subsidiaries, allocates resources among them and
manages their capital structures. Griffon provides direction and
assistance to its subsidiaries in connection with acquisition and growth
opportunities as well as in connection with divestitures. In order to
further diversify, Griffon also seeks out, evaluates and, when
appropriate, will acquire additional businesses that offer potentially
attractive returns on capital.
Headquartered in New York, N.Y., the Company was founded in 1959 and is
incorporated in Delaware. Griffon is listed on the New York Stock
Exchange and trades under the symbol GFF.
Griffon currently conducts its operations through two reportable
segments:
Home & Building Products consists of three companies, The AMES
Companies, Inc. (“AMES”), Clopay Building Products Company, Inc. (“CBP”)
and ClosetMaid LLC (“ClosetMaid”):
- AMES, founded in 1774, is the leading U.S. manufacturer and a global
provider of long-handled tools and landscaping products for homeowners
and professionals.
-
CBP, since 1964, is a leading manufacturer and marketer of residential
and commercial garage doors and sells to professional dealers and some
of the largest home center retail chains in North America.
-
ClosetMaid, founded in 1965, is a leading North American manufacturer
and marketer of closet organization, home storage, and garage storage
products, and sells to some of the largest home center retail chains,
mass merchandisers, and direct-to-builder professional installers.
Telephonics Corporation, founded in 1933, is recognized globally as a
leading provider of highly sophisticated intelligence, surveillance and
communications solutions for defense, aerospace and commercial customers.
For more information on Griffon and its operating subsidiaries, please
see the Company’s website at www.griffon.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180503006596/en/
Source: Griffon Corporation
Company:
Griffon Corporation
Brian
G. Harris, 212-957-5000
SVP & Chief Financial Officer
or
Investor
Relations:
ICR Inc.
Michael Callahan, 203-682-8311
Senior
Vice President
