Jabil to Acquire Nypro
Jabil Circuit, Inc. (NYSE: JBL) announced an agreement to acquire Nypro Inc., a provider of manufactured precision plastic products for customers in the Healthcare, Packaging and Consumer Electronics industries, with over $1 billion in total annual revenues.
“The combination with Nypro will extend Jabil’s materials manufacturing capabilities into the healthcare and consumer packaging markets as well as add depth to our consumer electronics business," said Timothy L. Main, Chairman and CEO of Jabil. “We think this is an important strategic step in Jabil’s development of engineering and capability intensive businesses. Combining Nypro’s capabilities and market presence with Jabil’s global scale and expertise should result in great things for customers, employees and investors.”
“Nypro is a leader in precision plastic consumables and disposables for the healthcare market. This will be a welcome complement to Jabil’s engineering and supply chain solutions for healthcare hardware and advances our ambition to become a leading provider to the global healthcare marketplace,” said Courtney Ryan, Senior Vice President, Global Business Units. “We believe this significantly advances our healthcare strategy and broadens our value proposition for customers,” he continued.
“The combination with Nypro would also open an exciting new market in packaging for customers in the food and beverage, household and personal care industries,” said Bill Peters, President of Jabil (effective March 1, 2013). “The rigid plastic packaging market is a $140 billion addressable market globally. We are excited about aggressively pursuing this market on a global basis and look forward to working with the talented people within Nypro.”
“Jabil is an excellent strategic partner for Nypro," said Ted Lapres, President and CEO of Nypro. "Our complementary capabilities will allow us to offer our customers a more integrated manufacturing solution, while our employees will appreciate Jabil's similar culture and commitment to ongoing growth and innovation."
Nypro was founded in 1955 in Clinton, Massachusetts. Current chairman, Gordon Lankton, a member of the Manufacturing Hall of Fame and the Plastics Hall of Fame, took an ownership interest when joining the company in 1962. Mr. Lankton acquired complete ownership in 1968 and led the company to success in new markets and a global presence. In 1998, Mr. Lankton sold most of his stock to an Employee Stock Ownership Plan (ESOP) which now owns a substantial portion of Nypro's stock along with employee-owners. “I have always believed in growing our business in order to create meaningful opportunities for our employees. Our partnership with Jabil does just that, and I am confident they are an ideal partner for Nypro,” said Lankton. The company has approximately 12,000 employees and manufacturing operations in 10 countries. The company has advanced capabilities in product design, tooling, injection molding, surface decoration and complete product manufacturing.
Completion of the transaction, which is subject to a shareholder vote by participants in Nypro's ESOP, as well as by Nypro's shareholders, regulatory antitrust clearances in the US, China and other jurisdictions and certain other customary closing conditions, is currently expected to take place during Jabil’s fiscal third quarter. The total purchase price is expected to be $665 million, subject to certain adjustments, and is expected to be funded from Jabil's existing cash and credit facilities. The transaction is expected to be neutral to slightly accretive to Jabil's core earnings per share for the balance of fiscal 2013 and accretive to earnings per share on both a core and GAAP basis in fiscal 2014.
Jabil will host a conference call on Monday, February 4, 2013, at 10:00 am ET live on the Internet at http://www.jabil.com . To access the conference call by phone, call: (800) 837-7537 from within the United States, or (706) 634-1268 outside the United States. The passcode is: 96971712.
A taped replay of the conference call will also be available on February 4, 2013, at approximately 12:00 p.m. ET through midnight on February 11, 2013. To access the replay, call: (855) 859-2056 from within the United States, or (404) 537-3406 outside the United States. The passcode is: 96971712. An archived webcast of the conference call will be available at http://www.jabil.com/investors/ .
FORWARD LOOKING STATEMENT: This news release contains forward-looking statements, including those regarding the extension of Jabil’s materials manufacturing capabilities into the healthcare and consumer packaging markets; this transaction being an important strategic step in Jabil’s development of engineering and capability intensive businesses; the combination of Nypro’s capabilities and market presence with Jabil’s global scale and expertise resulting in great things for customers, employees and business; Nypro being a welcome complement to Jabil’s engineering and supply chain solutions for healthcare hardware; this transaction advancing our ambition to become a leading provider to the global healthcare marketplace; this transaction significantly advancing our healthcare strategy and broadening our value proposition for customers; the combination with Nypro opening an exciting new market in packaging for customers in the food and beverage, household and personal care industries; our aggressive development of the rigid plastic packaging market on a global basis; the partnering of Nypro with Jabil enabling continued growth and expansion opportunities for Nypro's employees and customers; the completion of the transaction during Jabil's fiscal third quarter; the expected purchase price; the funding of the purchase price; and the expected impact on Jabil's earnings per share. The statements in this news release are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to: the transaction failing to close for any reason, including a failure to obtain regulatory antitrust clearances, the necessary ESOP and Nypro shareholder vote or satisfaction of any closing condition; a delay in closing; financing for the transaction not occurring as anticipated; the actual purchase price differing materially from the expected purchase price; our ability to manage the integration of Nypro's business with ours; changes in our strategy; our ability to successfully develop engineering and capability intensive businesses; our ability to effectively compete in the global healthcare provider, food and beverage, household, personal care and rigid plastic packaging markets; our ability to retain the desired customers and personnel of Nypro; the post-acquisition performance of Nypro; Nypro having potential unanticipated liabilities; fluctuations in our stock’s market price; fluctuations in operating results and cash flows; unexpected, adverse seasonal impacts on demand; changes in macroeconomic conditions, both in the U.S. and internationally; our financial performance during and after the current economic conditions; our ability to maintain and improve costs, quality and delivery for our customers; risks and costs inherent in litigation; our ability to take advantage of perceived benefits of offering customers vertically integrated services; changes in technology; competition; anticipated growth for us and our industry that may not occur; managing rapid growth; managing rapid declines in customer demand and other related customer challenges that may occur; our ability to successfully consummate other acquisitions and divestitures; managing the integration of businesses we acquire; risks associated with international sales and operations; retaining key personnel; our dependence on a limited number of large customers; business and competitive factors generally affecting the electronic manufacturing services industry, our customers and our business; other factors that we may not have currently identified or quantified; and other risks, relevant factors and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended August 31, 2012, subsequent Reports on Form 8-K and our other securities filings. Jabil disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Jabil is an electronic product solutions company providing comprehensive electronics design, manufacturing and aftermarket product management services to global electronics and technology companies. Offering complete product supply chain management from facilities in 29 countries, Jabil provides comprehensive, individualized-focused solutions to customers in a broad range of industries. Jabil common stock is traded on the New York Stock Exchange under the symbol, “JBL”. Further information is available on Jabil’s website: jabil.com.
Nypro is a global leader in plastics contract manufacturing with $1.2 billion (US) annual revenues and 12,000 employees. A vertically integrated, global solutions provider of manufactured precision plastic products, tooling and automation, Nypro operates 20 manufacturing locations in 10 countries. Their markets include healthcare, packaging and consumer/electronics. Founded in 1955, Nypro is headquartered in Clinton, Massachusetts.