WALTHAM, Mass. & LONDON--(BUSINESS WIRE)--Crane NXT, Co. (NYSE: CXT) ("Crane NXT" or the "Company"), a premier industrial technology company, today announced it has signed a definitive agreement with Investcorp Technology Partners ("Investcorp") to acquire OpSec Security ("OpSec") for $270 million in cash, subject to customary adjustments. OpSec is a global leader in brand protection and authentication solutions, serving the world's most recognized brands, as well as government agencies and financial institutions.
Aaron W. Saak, Crane NXT's President and Chief Executive Officer stated: "OpSec is an excellent fit with our portfolio of technologies that secure, detect, and authenticate our customers' most valuable assets. The authentication and brand protection markets are large and growing, bolstered by secular mega trends, including the continuous rise of counterfeiting and proliferation of online marketplaces, as well as digital media and piracy. OpSec is a global leader in these markets with its proprietary technology, broad suite of solutions, and integrated offering. This acquisition will enable us to leverage our complementary expertise in anticounterfeiting technology and drive growth and sustainable value creation as a trusted partner to clients."
Dr. Selva Selvaratnam, OpSec's CEO, said: "We are thrilled to be joining forces with Crane NXT to continue to accelerate our growth. Together, we will be even better positioned to help our customers realize the value and ensure the integrity of their physical and digital brand portfolios, from products and content to trademarks and trust. We are extremely grateful to Investcorp for its tremendous support as we've scaled our business, and we look forward to building on this momentum in the years ahead."
The acquisition will expand Crane NXT's capabilities across the entire product and brand authentication value chain. OpSec provides its customers with a complete end-to-end offering that combines proprietary features, technologies, and expertise to meet their unique brand needs. It has more than four decades of experience in optical security and is recognized as one of the pioneers of micro lithography. It also has scalable software platforms that enable the traceability of products, manage the licensing of brand properties, and detect and enforce against online brand abuse and content infringement. With a global footprint across North America, Europe, and Asia, OpSec is uniquely positioned with the scale to support leading brands worldwide.
Financials and Closing Conditions
This agreement does not include the acquisition of Zacco, currently part of OpSec, which will remain with Investcorp. The parties intend for OpSec and Zacco to continue a business relationship post-acquisition. Excluding Zacco, OpSec expects to generate approximately $130 million in revenue for fiscal 2024. Crane NXT expects the acquisition to be accretive to Adjusted EPS in 2025 and to achieve double digit ROIC by year five, driven by the growth outlook for OpSec and transaction synergies.
The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions.
Webcast and Conference Call Details
Crane NXT will host a conference call to discuss the transaction on Monday, March 11, 2024, at 9:00 A.M. (Eastern). The call and webcast can be accessed via the investor relations section of the Company's website or by dialing 877-407-6184 or +1-201-389-0877. An accompanying slide presentation and a replay of the live event will also be available on the Company's website.
Advisors
Baird is acting as Crane NXT's financial advisor, and Davis Polk & Wardwell LLP is serving as Crane NXT's legal counsel. Proskauer Rose LLP is serving as legal counsel for OpSec.
About Crane NXT, Co.
Crane NXT is a premier industrial technology company that provides trusted technology solutions to secure, detect, and authenticate what matters most to its customers. Crane NXT is a pioneer in advanced micro-optics technology for securing physical products, and its sophisticated electronic equipment and associated software leverages proprietary core capabilities with detection and sensing technologies. Crane NXT has approximately 4,000 employees with global sales, research and development, and operations facilities in the United States, the United Kingdom, Mexico, Japan, Germany, Sweden, and Malta. For more information, visit www.cranenxt.com.
About OpSec Security
OpSec Security is a world leader in authentication and brand integrity with a heritage that spans four decades. OpSec serves many of the world's leading brand owners, licensors, and media rights owners, helping them build intangible value and mitigate vulnerability across both physical and digital domains. OpSec also provides high-security and compliance solutions to governments. With their global reach and coverage, they integrate into brand operations, royalty cycles, and products, as well protecting brand identity and digital content across online marketplaces, social media platforms, websites, and beyond. OpSec brings together multiple disciplines to ensure that solutions are brand-led, practical, and effective. For more information, visit www.opsecsecurity.com.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations.
Words such as "anticipate(s)," "expect(s)," "intend(s)," "believe(s)," "plan(s)," "may," "will," "would," "could," "should," "seek(s)," and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. The Company assumes no (and disclaims any) obligation to revise or update these statements to reflect future events or circumstances. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, it can give no assurance that its expectations will be attained. The Company cautions investors not to place undue reliance on any such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from the Company's expectations include, but are not limited to: changes in global economic conditions (including inflationary pressures) and geopolitical risks, including macroeconomic fluctuations; demand for its products, which is variable and subject to factors beyond its control; fluctuation in the prices of, or disruption in its ability to source, components and raw materials, and delays in the distribution of its products; information systems and technology networks failures, breaches in data security, theft of personally identifiable and other information, and non-compliance with its contractual or other legal obligations regarding such information; risks associated with conducting a substantial portion of its business outside the U.S.; loss of personnel or being able to hire and retain additional personnel needed to sustain and grow its business as planned; being unable to identify or complete acquisitions, or to successfully integrate the businesses the Company acquires, or complete dispositions; being unable to successfully develop and introduce new products, which would limit its ability to grow and maintain its competitive position; governmental regulations and failure to comply with those regulations; risks from litigation, claims and investigations, including those related to product liability and warranties, and employee, commercial, intellectual property and environmental matters; risks related to its ability to improve productivity, reduce costs and align manufacturing capacity with customer demand; the ability to protect its intellectual property; significant competition in the Company's markets; adverse impacts from intangible asset impairment charges; additional tax expenses or exposures; inadequate or ineffective internal controls; and risks related to the Separation, including not obtaining the intended tax treatment of the Separation transaction, failure of Crane Company to perform under the various transaction agreements and actual or potential conflicts of interest with Crane Company.
Readers should carefully review Crane NXT, Co.'s financial statements and the notes thereto, as well as the section entitled "Risk Factors" in Item 1A of Crane NXT, Co.'s Annual Report on Form 10-K for the year ended December 31, 2023 and the other documents Crane NXT, Co. and its subsidiaries file from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Contacts
Crane NXT Contact:
Rima Hyder
Vice President, Investor Relations
rima.hyder@cranenxt.com
www.cranenxt.com
OpSec Contact:
Giles Walker
Chief Marketing and Strategy Officer
media@opsecsecurity.com
