공시 • Aug 01
Robert Bosch GmbH Completed the acquisition of Residential and Light Commercial (R&LC) HVAC business from Johnson Controls International plc (NYSE:JCI).
Robert Bosch GmbH has reached a definitive agreement to acquire Residential and Light Commercial (R&LC) HVAC business from Johnson Controls International plc (NYSE:JCI) for approximately $4.6 billion on July 23, 2024. Under the terms of agreement, the total consideration of approximately $6.7 billion to Johnson Controls includes approximately $4.6 billion for its North America Ducted business representing a multiple of 16.7x fiscal 2023 EBITDA and includes approximately $2.1 billion for its interest in the Johnson Controls-Hitachi Air Conditioning joint venture representing a multiple of 7.5x fiscal 2023 EBITDA. The transaction includes the North America Ducted business and global Residential joint venture with Hitachi, Ltd., of which Johnson Controls owns 60% and Hitachi owns 40%. In related transection, Robert Bosch GmbH to acquire JCH’s ductless heating, ventilation, and air conditioning (‘HVAC’) business is valued at approximately $3.5 billion; Bosch will pay approximately $1.4 billion for Hitachi’s 40% stake in JCH. Hitachi will simultaneously acquire a key portion of JCH’s current business in Japan. The transactions will occur in conjunction with JCI’s parallel sale of its ducted HVAC business to Bosch for an additional approximately $4.5 billion. The three interlinked and complex transactions raised significant structuring and sequencing issues, and required detailed negotiations on post-closing licensing and commercial arrangements. The total transaction is valued at $8.1 billion, and the Company’s portion of the consideration is approximately $6.7 billion. Robert Bosch shall pay $300 million of Termination Fee to Johnson Controls International and Hitachi, which is combine termination fee. As part of the transaction, Hitachi will retain certain ductless HVAC assets located in Shimizu, Japan. Following the close of the transaction, the Johnson Controls portfolio will be substantially simplified with enhanced strategic focus, aligned with the Company’s objective to be a pure-play provider of comprehensive solutions for commercial buildings. Johnson Controls delivers a unique value proposition to customers, with its unmatched service and digital offerings that improve commercial building efficiency and reduce operational costs through its OpenBlue digital platform. The transaction represents a significant portion of the Company’s previously announced strategic evaluation of non-core product lines. Following the close of the transaction, the R&LC HVAC business will continue to provide residential and light commercial HVAC products under the York and Hitachi brands as well as Coleman, Champion, Luxaire, Guardian, Evcon, TempMaster and others. The acquired entities will strengthen Bosch’s Home Comfort Group in an extremely attractive segment and will become part of the Bosch core business.
In fiscal 2023, the R&LC HVAC business generated approximately $4.5 billion in consolidated revenue. The transaction is subject to required regulatory approvals and other customary closing conditions and is expected to close in approximately 12 months. Net cash proceeds to Johnson Controls is expected to be approximately $5 billion after tax and transaction-related expenses. Consistent with its capital allocation policy, Johnson Controls expects to pay down debt to the extent required to retain its investment grade rating with the remaining proceeds available to be returned to shareholders. Johnson Controls expects 2024 third fiscal quarter adjusted earnings per share to be slightly ahead of its previously issued guidance range. The transaction is expected to be accretive to profit margins adjusted for the impact of equity income. The Bosch shareholders and supervisory board have approved the transaction. Binding agreements on the acquisitions were signed by the parties involved on on July 23, 2024. The acquisition is subject to approvals from the antitrust authorities. The transaction is scheduled to close in Johnson Controls' fourth fiscal quarter of 2025, which ends on September 30, 2025. As of February 10, 2025, the deal has been approved by European Commission. As of February 12, 2025, the Competition Commission of India (CCI) has granted approval as the transaction does not lead to horizontal overlaps, vertical, or complementary relationships between the activities of the parties in India. Given the absence of any potential adverse impact on competition in the Indian market, the deal was cleared under the Green Channel route in accordance with Section 6(4) of the Competition Act, 2002.
Centerview Partners and Citi served as financial advisors to Johnson Controls, BofA acted as Sole Financial Advisor to Hitachi, Ltd and Hitachi Global Life Solutions, Inc. Centerview Partners LLC acted as financial advisor to Johnson Controls International plc. Jakob Rendtorff, Keegan Lopez, Alan Klein, Jonathan Stradling, Benjamin Rippeon, Tristan Brown, Alisa Tschorke, Dennis Loiacono, Krista McManus, Brian Steinhardt, Mick Tuesley, Mark Skerry and Steven DeLott of Simpson Thacher & Bartlett LLP acted as legal advisor to Johnson Controls International plc. Carsten Berrar, Konstantin Technau, Francis J. Aquila, Scott B. Crofton, Bradley P. Smith, Eric H. Queen, Michael Rosenthal, Renata B. Hesse, Matthew J. Brennan, Jeannette E. Bander, RuiHui Yu, Mehdi Ansari, and Davis J. Wang of Sullivan & Cromwell LLP acted as legal advisor to Robert Bosch. Perella Weinberg GmbH acted as exclusive financial advisor to Robert Bosch in connection with its acquisition.
Robert Bosch GmbH Completed the acquisition of Residential and Light Commercial (R&LC) HVAC business from Johnson Controls International plc (NYSE:JCI) on August 1, 2025.
