Hitachi buys ABB Power Grids @ProcessingTalk

ABB has announced that Hitachi will acquire its Power Grids business as part of an expansion to the existing partnership between the two companies.

Hitachi plans to initially acquire an 80.1% stake in the Power Grids business and expects to close the acquisition in the first half of 2020. Hitachi has also entered into a purchase option to acquire the remaining 19.9% stake in Power Grids, making it a wholly-owned subsidiary.

In the fast-changing world of energy infrastructure, with a shifting customer landscape and the need for financing and increased government influence, ABB believes Hitachi is the best owner for Power Grids. As a stable and long-term committed owner, with whom ABB has developed a strong business partnership since 2014, Hitachi will further strengthen the business, providing it with access to new and growing markets as well as financing. Hitachi will accelerate Power Grids to the next stage of its development, building on the solid foundation achieved under ABB’s previous ownership.

Since 2014, Power Grids has been significantly improved under the ownership of ABB. The latest results are at the target margin corridor, having more than doubled margins, with positive third party base order development recorded for the last six consecutive quarters.

ABB will initially retain a 19.9 percent equity stake in the joint venture, allowing a seamless transition. The transaction agreement includes a pre-defined option for ABB to exit the retained 19.9 percent share, exercisable three years after closing, at fair market value with floor price at 90 percent of agreed Enterprise Value. Hitachi holds a call option over the remaining 19.9 percent share at fair market value with floor price at 100 percent of agreed Enterprise Value.

The joint venture will be headquartered in Switzerland, with Hitachi retaining the management team to ensure business continuity.

Starting in Q4 2018 until closing, ABB will report Power Grids in discontinued operations. As a consequence, ABB will record $350-400 million of stranded and other carve-out related costs, which are currently predominately recorded as part of the Power Grids cost base. These will now be recognised in ABB’s corporate & other operational EBITA. ABB expects to eliminate the vast majority of these costs by deal closing by transferring them back to Power Grids. ABB expects approximately $200 million of charges in Q4 2018 related predominantly to the legacy EPC substation business reported in non-core corporate & other operational EBITA.

ABB expects to incur one-time non-operational transaction and separation related costs of $500-600 million. ABB anticipates $800-900 million related cash tax impact. The completion of the transaction is expected by first half of 2020, subject to regulatory approvals and fulfilment of closing conditions. ABB intends to return 100 percent of the estimated net cash proceeds of $7.6-7.8 billion from the 80.1 percent sale to shareholders in an expeditious and efficient manner through share buyback or similar mechanism.

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