Vontier Acquires DRB Systems, LLC for Approximately $ 965 Million, Provides Second Quarter 2021 Financial Performance Update


RALEIGH, NC – (COMMERCIAL THREAD) – Vontier Corporation (“Vontier”) (NYSE: VNT) announced today that it has entered into a definitive agreement to acquire DRB Systems, LLC (“DRB”), a leading supplier of point of sale, workflow software and control solutions to the car wash industry, subsidiaries of New Mountain Capital LLC for approximately $ 965 million in cash. The acquisition will be subject to customary closing conditions, including regulatory approval, and will be funded by available cash and proceeds from borrowings under Vontier’s credit facilities. Vontier expects the acquisition to be completed in the third quarter of 2021.

Based in Akron, OH, DRB was founded in 1984 and employs over 500 people in North America. The company’s portfolio of trusted brands includes DRB Tunnel Solutions, DRB In-Bay Solutions (formerly Unitec®), Suds Creative ™, eGenuity®, Washify®, InvoMax ™, Auto Data ™ and Sage Microsystems ™. DRB is owned by New Mountain Capital, a New York-based investment firm.

Mark Morelli, President and CEO of Vontier, said: “The acquisition of DRB should accelerate our strategy of portfolio diversification towards long-term growth drivers in attractive markets and establish a portfolio of sales solutions in the region. retail $ 500 million. DRB’s focus on technology and software solutions complements our existing point-of-sale and payment offerings and enhances our growth and recurring revenue profile, profitability and free cash flow generation.

The DRB acquisition aligns with our goal of smart infrastructure and offers compelling opportunities for expansion beyond its current end markets. In addition, its entry into the high value-added segment of the car wash industry allows Vontier to increasingly benefit from the growing demand for clean and efficient mobility solutions and key trends, including autonomous vehicles and water conservation. We look forward to working with the DRB team to deliver an extensive suite of solutions to meet the industry’s growing needs for workflow technology and expertise.

Vontier expects DRB to generate around $ 170 million in revenue in 2021 with average operating margins of 20% and is expected to have a long-term single-digit growth rate. The purchase price of the acquisition is approximately $ 965 million and includes a deferred tax asset of approximately $ 130 million, which we expect to be able to use over the next 15 years.

Peter Masucci, Managing Director of New Mountain Capital, said: “We are proud of the successful partnership with DRB and the tremendous business development that has taken place since our investment in October 2017. Under the ownership of New Mountain Capital, DRB has experienced a significant growth while tripling the dollars. dedicated to product development and innovation. We thank the management team and the employees of DRB and wish Vontier continued success with DRB in the years to come.

VONTIER’S SECOND QUARTER 2021 PRELIMINARY RESULTS

Vontier also announced today that it expects second quarter 2021 basic revenue growth and adjusted diluted net income per share to be higher than previously announced by the company, primarily due to a increased demand for retail solutions and auto repair offerings.

ABOUT VONTIER

Vontier is a global industrial technology company focused on transportation and mobility solutions. The company’s portfolio of trusted brands includes leading expertise in mobility technologies, commercial and commercial refueling, fleet management, telematics, vehicle diagnostics and repair and smart city end markets. Vontier’s innovative products, services and software improve efficiency, safety, security and environmental compliance around the world.

Guided by Vontier’s proven business system and an unwavering commitment to continuous improvement and customer success, Vontier maintains traffic through over 90,000 intersections, serves over 260,000 customer refueling sites, oversees more of 480,000 commercial vehicles and equips more than 600,000 automotive technicians worldwide. . Vontier’s innovation history, margin profile and cash flow characteristics should support continued investment in a range of compelling organic growth and capital deployment opportunities. Vontier mobilizes the future to create a better world.

ABOUT THE NEW MOUNTAIN CAPITAL

New Mountain Capital is a New York-based investment firm that emphasizes business development and growth, rather than leverage, as it seeks long-term capital appreciation. The company currently manages private equity, credit, net rental real estate and public equity funds with more than $ 30 billion in assets under management. New Mountain Capital seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors, then works intensely with management to create value in these companies. Additional information on New Mountain Capital is available at www.newmountaincapital.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of federal securities laws regarding Vontier, DRB and the acquisition of DRB by Vontier. Statements in this press release that are not strictly historical, including statements regarding the proposed acquisition, the expected timing and conditions of the acquisition, future product solutions, the future financial and operational impact or the results of acquisition, expected financial performance for Vontier, prospects for DRB or the industry following the acquisition, future growth opportunities following the acquisition, future synergy and any other statements regarding events or developments that Vontier expects or anticipates will occur or may occur in the future, are “forward-looking” statements within the meaning of federal securities laws. These statements include, without limitation, statements regarding the business and acquisition opportunities of Vontier Corporation (the “Company”) and anticipated profits, and any other statements identified by their use of words such as “anticipate” , “Expect”, “believe”, “prospect”, “direction” or “will” or other words with a similar meaning. There are a number of important risks and uncertainties which could cause actual results, developments and business decisions to differ materially from those suggested or indicated by these forward-looking statements and you should not place undue reliance on such statements. prospective. These risks and uncertainties include, among others, the duration and impact of the COVID-19 pandemic, the deterioration or instability of the economy, the markets we serve, international trade policies and financial markets, contractions or lower growth rates and cyclicality of the markets we serve, competition, changes in industry standards and government regulations which may have a negative impact on the demand for our products or our costs, our ability to identify, consume, integrate and successfully realize the anticipated value of appropriate acquisitions and complete divestitures and other divestitures; our ability to successfully develop and market new products, software and services and to grow over time. new markets, the potential for inappropriate conduct by our employees, agents or business partners, the impact of divestitures, possible liabilities els related to acquisitions and disposals, the impact of changes in tax laws, our compliance with applicable laws and regulations and changes in applicable laws and regulations, risks related to economic, political, legal, compliance and business factors international, risks related to the potential impairment of goodwill and other intangible assets, foreign exchange rates, tax audits and changes in our tax rate and income taxes, the impact of our securities claims on our operations, litigation and other contingent liabilities, including intellectual property and environmental, health and safety issues, our ability to adequately protect our intellectual property rights, risks related to product and service defects or software, product liability and recalls, risks associated with the manufacture of products, our relationship with and the performance of our channel partners, the costs of commodities and supplements, our ability to adjust purchasing and manufacturing capacity to reflect market conditions, reliance on single sources of supply, security breaches or other disruptions to our information systems, the adverse effects of restructuring activities, the impact of changes to US GAAP, labor issues and disruptions related to natural and man-made disasters. Additional information regarding factors that could cause actual results to differ materially from these forward-looking statements can be found in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements represent Vontier’s beliefs and assumptions only as of the date of this release and Vontier assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events and developments. or otherwise.

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