Johnson Controls, a pioneer for smart, healthy, and sustainable buildings, announces it has entered into a definitive agreement to acquire Silent-Aire, a provider of hyperscale data center cooling and modular critical infrastructure solutions.
This all-cash transaction is valued at up to $870 million, including an upfront payment of approximately $630 million and additional payments to be made subject to the achievement of post-closing earnout milestones. Silent-Aire specializes in the design, engineering, and manufacturing of mission-critical custom air handlers and modular data centers for hyperscale cloud and colocation providers.
Data center solutions
Silent-Aire's portfolio of data center solutions allows for rapid deployment of critical infrastructure in flexible configurations, with a focus on quality, scalability, and speed-to-market. Silent-Aire's revenue for the fiscal year 2021 (May) is expected to approximate $650 million.
Johnson Controls has a significant opportunity to increase our focus on the data center vertical"
"With Silent-Aire, Johnson Controls has a significant opportunity to increase our focus on the data center vertical and accelerate growth in this attractive end market by combining the strengths of our global scale in manufacturing and service, with leading-edge innovation and a broad portfolio of technologies dedicated to serving hyperscale providers," said George Oliver, Johnson Controls chairman and CEO. "This acquisition perfectly aligns with several of our key strategic growth initiatives and underscores our focus on creating shareholder value," Oliver continued.
greater geographic reach
"We are incredibly excited to welcome Silent-Aire to the Johnson Controls family as we look to build upon their success of nearly 30 years of innovation, operational expertise, and deep customer relationships." The continuous migration of applications to the cloud (SaaS) has resulted in unprecedented demand for computing power and the rapid expansion of data center infrastructure.
Hyperscale providers have unique capabilities in deploying large-scale computing power
Over the last several years, this trend has overwhelmingly favored the development of hyperscale cloud and colocation facilities. Hyperscale providers have unique capabilities in deploying large-scale computing power with increasingly more efficient, more rapidly deployed solutions and with greater geographic reach. To accomplish this, hyperscalers require trusted global partners, such as Silent-Aire, that provide highly efficient, sustainable, and reliable products along with consistent and dependable execution.
Traditional design barriers
"Silent-Aire grew up with the cloud and our DNA translates what it means to be a Hyperscale Data Center Company," said Lindsey Leckelt, Silent-Aire, Co-CEO. "Being an innovative partner with early adopters, we broke through traditional design barriers that pushed energy initiatives in what led to how most Hyperscale Data Centers are cooled and engineered today," he continued.
"The culture in our business captures this unique skill set and is scaled through to our engineering, operations, and manufacturing teams to keep up with the explosive growth of cloud providers. Johnson Controls shares our vision to scale as a Data Center Platform business, which will enable us to serve our partners globally." Silent-Aire is headquartered in Edmonton, Alberta, and has approximately 3,000 employees globally, with a legacy of providing mission-critical data center technology, a commitment to customer-centricity, and a clear focus on sustainability.
Fostering environmental excellence
The transaction is expected to close in the fiscal third quarter of 2021
"Sustainability has been a major focus as we've grown our family business throughout our history," added Dan Leckelt, Silent-Aire, Co-CEO. "Maintaining our growth to match our customers' demands has taken us from 30 employees to 3,000 over this period," Leckelt continued.
"Through this growth, our global expansion to Europe provided a glimpse of the opportunity the rest of the world has to offer. As a measure of continuing long-term sustainability for our customers and employees; while pushing technological advances fostering environmental excellence, a partnership with Johnson Controls Inc. provides Silent-Aire the best opportunity to succeed."
Subject to the receipt of regulatory approval and customary closing conditions, the transaction is expected to close in the fiscal third quarter of 2021. The transaction is expected to be immediately accretive and add $0.07 to $0.09 to Johnson Controls adjusted EPS from continuing operations in fiscal 2022.
