Knowles Pushes Into High-Growth Markets With Strategic Cornell Dubilier Acquisition

Knowles Corporation is aggressively transforming into an industrial technology powerhouse. The components supplier announced it will acquire capacitor manufacturer Cornell Dubilier in a $263 million all-cash deal. This strategic purchase provides Knowles with expanded exposure to highly attractive end markets including medtech, defense, and industrial electrification.

Privately-held Cornell Dubilier, based in South Carolina, is a leader in film, electrolytic and mica capacitors used in demanding applications. Its capacitors are found in sectors like aerospace, automation, and critical care medical devices. The company generates over $135 million in revenue annually.

The acquisition brings new state-of-the-art capacitor technology into Knowles’ portfolio. This allows Knowles to offer more innovative solutions and cross-selling opportunities to customers. Cornell Dubilier’s offerings create a compelling combined value proposition for Knowles in the industrials space.

Knowles CEO Jeffrey Niew stated the purchase will help Knowles “grow with new and existing customers as we work to generate stronger earnings and cash flow and create shareholder value.” The deal is expected to contribute positively to Knowles’ earnings per share (EPS) beginning in 2024.

Specifically, the acquisition provides three key benefits:

Expands Knowles’ addressable market – Cornell Dubilier significantly expands Knowles’ serviceable available market through its broad capacitor capabilities and presence in diverse sectors including medtech, defense, aerospace, and industrial automation.

Take a moment to take a look at Kratos Defense & Security Solutions Inc., a company specializing in unmanned systems, satellite communications, missile defense, and hypersonic systems.

Diversifies product portfolio – Combined with Knowles’ existing precision devices like RF filters and ceramic capacitors, the deal delivers a wider range of capacitor products and solutions including film, electrolytic, and mica capacitors.

Boosts profitability – Knowles expects the acquisition to be accretive to earnings per share starting in 2024. The purchase is forecast to contribute to the bottom line while Knowles maintains balance sheet flexibility through its capital deployment strategy.

For investors, the strategic deal offers exposure to higher growth markets as Knowles pivots towards attractive areas with strong tailwinds. The companies noted defense spending increases, healthcare application growth, and industrial automation advances are driving demand.

The announced $263 million price consists of $140 million upfront and $123 million in seller notes due over the next two years. Knowles expects to finance the deal through cash, existing credit, and the deferred paper. The total fair value transferred is estimated at 9.6x Cornell Dubilier’s trailing EBITDA including synergies.

The acquisition caps off a transformative year for Knowles as it shifts towards high value industrial technology. Knowles recently restructured divisions to optimize its focus areas. It is also reviewing strategic options for its consumer microphones segment.

Together, these moves aim to reshape Knowles into a higher growth, higher margin technology supplier. The company is working to leverage megatrends like IoT, EVs, and 5G adoption. Knowles is strengthening its industrial roots to drive value for shareholders.

The Cornell Dubilier deal provides Knowles with an expanded presence in crucial growth industries. It also refocuses the company towards participating in rising opportunities like defense, medtech, and automation. For investors, the transformative purchase plants Knowles firmly in key sectors, unlocking value over the long-term.

J.M. Smucker To Acquire Hostess Brands for $5.6 Billion

Consumer foods giant J.M. Smucker has agreed to purchase bakery company Hostess Brands for $5.6 billion in a major food industry acquisition. The deal will expand Smucker’s snacks and sweets portfolio with the addition of iconic Hostess brands such as Twinkies, Ding Dongs, and Donettes.

Under the terms of the acquisition, Smucker will pay $34.25 per share for Hostess in a cash and stock deal. This represents a premium of about 20% over Hostess’ closing share price on Friday. Smucker will also take on approximately $900 million of Hostess’ debt.

For Smucker, the deal provides an avenue for growth as demand for its key categories like jam and peanut butter has slowed. Twinkies and other Hostess snacks can tap into rising consumer appetites for nostalgic comfort foods. The acquisition also boosts Smucker’s presence in the in-store bakery section and convenience stores.

Meanwhile, Hostess Brands has faced slipping sales volumes after raising prices to offset inflationary pressures. As growth stalled, larger rivals circled with takeover interest to tap into the strong consumer awareness of brands like Twinkies. Hostess ultimately opted for Smucker’s buyout offer.

The transaction comes amid a wave of deal-making in the food industry, as companies look to acquisitions for expansion. With the Hostess deal, Smucker follows in the footsteps of rivals like Campbell Soup, Mars, and Unilever which have all acquired brands in recent months to spur growth.

The Hostess acquisition is expected to close in January 2024 after customary approvals. It will add an estimated $1.4 billion in Hostess net sales to Smucker’s portfolio upon completion.

Take a look at Fat Brands Inc., a leading global franchising company that acquires, markets and develops fast casual and casual dining restaurant concepts around the world.

Enbridge’s $14B Utility Deal Opens Door for Smaller Players

Enbridge Inc.’s agreement to acquire three natural gas utilities from Dominion Energy for $14 billion presents opportunities for smaller companies in the sector.

The Canadian pipeline giant will dramatically expand its regulated gas distribution business in the U.S. through the purchase of Questar Gas, East Ohio Gas and Public Service Company of North Carolina.

But the deal also creates an opening for nimble smaller utilities to grow amidst consolidation. Regulators may require certain assets to be divested as conditions for merger approval.

Smaller players could potentially gain customers, infrastructure and new geographies by acquiring these divested assets. Companies in the energy sector may be well positioned.

Take a look at other companies in the energy sector by exploring Michael Heim’s coverage list.

The agreement comes as Dominion reviews its business mix. Other major utilities are also rationalizing assets, setting the stage for smaller competitors.

Small operators boast strong community ties and localized expertise. They have advantages in customer service and responsiveness.

While lacking scale, these firms can thrive by focusing resources on targeted markets and infrastructure modernization. Many also offer renewable natural gas and other next-gen offerings.

ICE Completes $11.9B Acquisition of Mortgage Tech Provider Black Knight

Intercontinental Exchange (ICE), the financial markets data and infrastructure company, has finalized its $11.9 billion acquisition of Black Knight, a leading provider of mortgage software, data and analytics solutions.

The deal expands ICE’s growing footprint in mortgage technology services. Black Knight strengthens ICE’s capabilities spanning mortgage origination, servicing, and secondary market activities.

ICE, with a market valuation of $63 billion, has been actively acquiring assets to build out its mortgage tech segment. Previous deals include Ellie Mae, Simplifile and MERS.
Black Knight, currently valued at around $10 billion, offers software and data services used by mortgage lenders, servicers, and real estate industry participants.

The combination aims to improve automation and digitization across the mortgage process through ICE’s financial resources and Black Knight’s housing domain expertise.

Black Knight shareholders could elect to receive the deal consideration in cash or ICE stock, subject to proration procedures. Preliminary results indicate strong demand for the stock option.

To secure regulatory clearances, ICE agreed to divest Black Knight’s Optimal Blue and Empower mortgage origination system businesses to Constellation Software Inc.
“Our team is ready to apply our proven playbook to help improve the homeownership experience for millions of families,” said ICE CEO Jeffrey Sprecher.

The deal expands ICE’s information services and market infrastructure footprint into the massive U.S. housing market, while providing Black Knight greater scale and distribution capabilities.

Take a moment to learn about Information Services Group, a leading technology research and advisory firm that specializes in digital transformation services, including automation, cloud and data analytics, and market intelligence.

Click here for company information, including equity research from Noble Capital Markets.

Musk, The Art of the Deal

OnInnovation (Flickr)

Musk Plans to Go Ahead with Original Price of $54.20 a Share

All successful businessmen have their own style of negotiating. Elon Musk is better known as a whiz-kid/idea-man than a wheeler-dealer negotiator. But, he didn’t become the wealthiest person on planet Earth without being a master persuader. There’s no telling how much the on-again, off-again deal to buy Twitter was a “chess match” the entrepreneur was playing to accomplish a goal. Or if he backed himself into a corner that he could not get out of. In the end, Twitter had initially been fighting hard not to be bought for 54.20 a share, Twitter later wound up suing to be taken private for $54.20 a share. Assuming the final deal is near, this is either masterful brilliance or a costly mistake for the entrepreneur.

Will the Musk Twitter Deal Finally be Consummated?

Elon Musk, according to multiple news outlets, wrote to Twitter on Tuesday and offered to follow through with the deal to buy the company. The terms were the same as the original offer by the billionaire. If this is the final chapter of the interplay between Musk, who heads several companies, and Twitter, it will end the seven-month-long legal saga. It will also be the only company Musk owns that he has not built from the ground up.

Not coming to an agreement now would be difficult. Musk and Twitter are scheduled to meet in a Delaware court on October 17 as Twitter is looking to force the billionaire to purchase the company for the same terms Musk is said to have proposed in his letter.

As of 2:30 on Tuesday, the shares of Twitter are up 12.67%. The price is 11.50% below Musk’s per-share offering price.

Key Details

Twitter accepted Musk’s unsolicited takeover bid on April 25, three weeks after the billionaire disclosed he purchased a 9.2% stake in the company. This followed a short period where Twitter employees and a number of advocacy groups with names like Stop the Deal campaigned to prevent the purchase.

Musk is a uses the microblogging social media platform to communicate with his 108 million followers. However, he loathes the platform’s content moderation policy and wishes to change it to a more open, less moderated social media site. This was the reason given to his followers as to why he’d buy Twitter, to “fix it.”

He later said he was backing out of his offer, the reason was his due diligence allegedly uncovered a large number of fake and spam accounts on Twitter. Elon formally requested to be let out of the deal on July 8, using the reason Twitter lowballed the number of bot accounts in its public filings.

Twitter sued Musk four days later and argued his reasons for backing out of the deal were invalid. The company filed at a state court in Delaware to force Musk to buy Twitter at the originally agreed-upon terms. As the trial date drew nearer, more revelations about both Twitter and Musk emerged. One high drama event was Musk’s lawyers suggesting his case was strengthened by a whistleblower complaint from Twitter’s former head of security. The complaint alleged the company knowingly misled regulators and investors about the number of bots on the site.

The suit, if it had proceeded in two weeks, may have gotten messy as Musk’s texts between himself and  public figures like Twitter co-founder Jack Dorsey, popular podcaster Joe Rogan, and Florida Governor DeSantis were to be part of the suit.

Other Impacted Stocks

Late afternoon on Tuesday, Tesla (TSLA) stock was trading 2.25% higher on the day but off its highs from before the news. Digital World Acquisition Corp., the SPAC that has agreed to merge with Trump Media and its platform, Truth Social, is down 3.16% on the day, having fallen sharply as word spread about Musk’s plans to buy Twitter.

Paul Hoffman

Managing Editor, Channelchek