FARMINGTON, Conn., Dec. 21, 2021 — Otis Worldwide Corporation (“Otis”) (NYSE: OTIS) today announced that its wholly-owned subsidiary, Opal Spanish Holdings, S.A.U. (“Opal”), has reached an agreement for Euro-Syns, S.A. to irrevocably tender its shares in the voluntary tender offer for Zardoya Otis, S.A. (“Zardoya Otis” or the “Company”) at an offer price of €7.14 (€7.07 after adjusting for announced dividends). The price of Opal’s tender will be subject to further adjustments for dividends and other distributions to be declared and paid by Zardoya Otis. The offer price pre-dividends (i.e., €7.21) represents a premium of 33% to the Company’s one-month volume weighted average price as of September 23, the date the offer was first announced, implying a total equity value for Zardoya Otis, including Otis’ existing interest, of €3.39 billion.
The transaction is structured as an all-cash voluntary tender offer with an intention to delist Zardoya Otis from the Madrid, Barcelona, Bilbao and Valencia Stock exchanges and is expected to close in the second quarter of 2022, subject to its approval by the Spanish Securities Exchange Commission (Comisión Nacional del Mercado de Valores). Starting 2023, the transaction is expected to be up to mid-single digit percentage accretive to Otis’ adjusted EPS. Given the timing of the close and the pace of the acquisition of shares, 2022 EPS accretion is expected to be in a range of 3 to 5 cents. Since Otis is already the majority holder of Zardoya Otis and has operational control, there should be no significant change to the Company’s employment as a result of this transaction.
“We are pleased to have reached this agreement with the Zardoya family, with whom we have had a long and successful relationship,” said Otis President and Chief Executive Officer Judy Marks. “We believe this tender offer serves the best interest of all shareholders. The completion of the transaction will simplify the business structure, further strengthen our business and support a bright future for Otis, our customers and our colleagues in the region.”
Otis obtained permanent debt financing for the transaction on November 12, 2021.
Headquartered in Madrid, Spain, Zardoya Otis is a premier elevator original equipment and service business with operations in Spain, Portugal and Morocco. Its product portfolio comprises vertical and horizontal transportation systems as well as moving walkways and accessibility products. In addition, the Company offers a range of maintenance programs and a remote elevator monitoring system for optimizing elevator performance. Zardoya Otis generated revenue of €801 million and EBITDA of €223 million, representing an EBITDA margin of 28%, for the 12 months ended May 31, 2021.