Attached files
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8-K - FORM 8-K - GIBRALTAR INDUSTRIES, INC. | l42173e8vk.htm |
EX-10.1 - EX-10.1 - GIBRALTAR INDUSTRIES, INC. | l42173exv10w1.htm |
EX-10.3 - EX-10.3 - GIBRALTAR INDUSTRIES, INC. | l42173exv10w3.htm |
EX-10.2 - EX-10.2 - GIBRALTAR INDUSTRIES, INC. | l42173exv10w2.htm |
Exhibit 99.1
Contact:
Kenneth Smith
Chief Financial Officer
716.826.6500 ext. 3217
kwsmith@gibraltar1.com.
Chief Financial Officer
716.826.6500 ext. 3217
kwsmith@gibraltar1.com.
Gibraltars Strategic Acquisition and Divestiture Improve Operating
Characteristics and Diversify Its Building Market Participation
Characteristics and Diversify Its Building Market Participation
D.S. Brown Adds Suite of Engineered Infrastructure Products for the Building Industry
Divestiture of USP Enables Capital Allocation to Businesses
With Greater Potential for Shareholder Return
With Greater Potential for Shareholder Return
Buffalo, New York, March 10, 2011 Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading
manufacturer and distributor of products for building and industrial markets, today announced that
it has entered into an agreement to acquire Ohio-based D.S. Brown Company, a manufacturer of
expansion joints, structural bearings and pavement sealants for bridges, highways and other
infrastructure projects. Gibraltar also announced that it has sold United Steel Products Company,
Inc. (USP), a supplier of structural connectors for the residential and commercial building
industry, to MiTek Industries, Inc., a Berkshire Hathaway business.
These two strategic transactions provide Gibraltar with a more diverse exposure to the building
markets, a stronger revenue and profitability profile, and enhanced growth prospects going
forward, said Gibraltar Chairman and Chief Executive Officer Brian Lipke. Divesting USP enables
us to focus managements time and allocate capital resources to businesses like D.S. Brown with
strong market leadership positions and sales and profitability growth potential.
I extend our thanks to the employees of USP for their contributions to Gibraltar and wish them
continued success as a part of MiTek, an organization with which we have had a long relationship,
said Lipke.
D.S. Brown, a 100 year old company has had outstanding success in its industry and has a five-year
compound annual growth rate of 10%. The agreement to acquire D.S. Brown, which is controlled and
majority owned by Altus Capital Partners, Inc., is subject to customary closing conditions,
including regulatory approvals, and is expected to close in three to four weeks. Gibraltar expects
the acquisition to be immediately accretive to non-GAAP earnings, excluding acquisition and other
one-time costs, and to be accretive on a GAAP basis in the first 12 months of combined operations.
3556 Lake Shore Road, PO Box 2028,
Buffalo, New York 14219-0228, Ph 716.826.6500, Fx 716.826.1589, gibraltar1.com
The acquisition of D.S. Brown is squarely in line with our strategy to acquire businesses with a
strong growth profile, provide value-added products and hold leadership positions in their
markets, continued Lipke. D.S. Brown broadens our coverage of the building markets, while at the
same time takes us farther up the value chain with a suite of engineered products. The company has
earned a remarkable reputation in its industry and is the clear market leader.
A large number of bridges and elevated highways are reaching an end of their useful life and
increased needs for transportation and rail systems indicate a significant opportunity for D. S.
Browns infrastructure products in the coming years, said Gibraltar President and Chief Operating
Officer Henning Kornbrekke. As the leader in this market, D.S. Brown is well positioned to
continue to maintain its sales growth trajectory while generating strong margins and cash flow.
Conference Call Details
Gibraltar has scheduled a conference call to discuss the transactions tomorrow, March 11, 2011,
starting at 9:00 a.m. ET. Interested parties may access the call by dialing (866) 277-1184
domestically or (617) 597-5360 internationally and provide passcode 40727923. A webcast of the
conference call will be available through the companys website at
http://www.gibraltar1.com/investors/index.cfm?page=48. A replay of the conference call and a copy
of the transcript will be available on the Gibraltar Web site following the call.
About Gibraltar
Gibraltar Industries is North Americas leading ventilation products, mail storage (single and
cluster), rain dispersion, bar grating, expanded metal, and metal lath manufacturer. The company
serves customers in a variety of industries in all 50 states and throughout the world from 42
facilities in 20 states, Canada, England, and Germany. Comprehensive information about Gibraltar
can be found on its website, at http://www.gibraltar1.com.
Safe Harbor Statement
Information contained in this news release, other than historical information, contains
forward-looking statements and may be subject to a number of risk factors, uncertainties, and
assumptions. Risk factors that could affect these statements include, but are not limited to, the
following: the availability of raw materials and the effects of changing raw material prices on the
companys results of operations; energy prices and usage; changing demand for the companys
products and services; changes in the liquidity of the capital and credit markets; risks associated
with the integration of acquisitions; and changes in interest and tax rates. In addition, such
forward-looking statements could also be affected by general industry and market conditions, as
well as general economic and political conditions. The company undertakes no obligation to update
any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required by applicable law or regulation.
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