Chart Industries, Inc. (“Chart”) (NASDAQ: GTLS) today completed the
acquisition of BlueInGreen, LLC (“BIG”), a leading dissolved-gas
expert providing custom-engineered solutions for water treatment
and industrial process applications that delivers tangible
economic, social and environmental value. The stock
purchase was completed for a purchase price of $20 million in cash
at closing (subject to customary adjustments), plus a potential
earn-out not to exceed $6 million in the aggregate.
The combination of Chart equipment and
BlueInGreen’s technology enables solutions to efficiently deliver
dissolved oxygen, carbon dioxide and ozone into water results in a
full dissolution package for water treatment. Chart and
BlueInGreen, LLC have long worked together, as our cryogenic
storage and vaporization equipment provides the feed gas to
BlueInGreen’s technology. BIG’s core, gas-dissolution technology
uses a common set of components and methods to serve a variety of
applications in municipal and industrial end markets, whether for
oxygenation, pH adjustment, oxidation or odor control. Not only
does this solution consume 20% to 40% less gas than other
alternatives for the same level of treatment, it delivers the
solution with the smallest energy, carbon and physical
footprint.
The Chart and BIG solution is and will be
offered either through a Treatment-as-a-Service (“TaaS”) contract,
capital sale, or a combination thereof via a la carte services,
further building out our repair, service and leasing business.
Chart’s LNG products and hydrogen offering
(“Green is the new Blue”), coupled with BlueInGreen’s approach of
"Do what you're BIG enough to do,” uniquely positions us to support
the increasing infrastructure buildout where water treatment
facilities are accompanying clean energy power sources. Backed by
over 150 combined years of water treatment experience, BlueInGreen
continues to be sought out by elite, third-party consulting
engineering firms such as Jacobs Engineering, Black & Veatch,
CDM Smith, Stantec, Burns & McDonnell, Carollo and Brown &
Caldwell, and by top brands like Georgia-Pacific, Del Monte Foods,
Campbell’s and Tyson Foods.
“In addition to this being a natural fit for us,
we gain an experienced management team full of engineering and
industry experts who are committed to staying with the business, “
stated Jill Evanko, Chart’s CEO and President. “Chris Milligan, CEO
of BlueInGreen, will run the combined water treatment business and
work closely with our global commercial and engineering teams as we
further penetrate water treatment projects in both domestic and
international markets. This is yet another step in our ability to
leverage the unique opportunity that Chart has with hydrogen, LNG,
and water working together to address sustainability, power and
water needs.”
“We are thrilled to join Chart Industries’
portfolio of proven technologies and iconic brands,” said
BlueInGreen CEO and President Chris Milligan, PE. “This partnership
pairs BlueInGreen’s expertise with Chart’s global footprint,
allowing for enhanced integration, increased response time and a
more robust service fleet as we collectively bridge the gap between
industrial gas and water markets,” Milligan continued. “While we
are far from our startup days, our services, our technology, our
team and our mission at BlueInGreen have not changed. We will
always be BIG. But with Chart’s wealth of knowledge, relationships
and resources, BIG just got a lot bigger.”
Not only do we expect the standalone business to
be immediately accretive to Chart even before the extensive
identified synergies, we expect a steep growth curve to revenue of
$20 million in 2022 at 50% gross margin as a percent of sales.
There will not be a material change to our fourth quarter 2020
outlook as the result of this transaction. We are updating our 2021
outlook to include sales of $1.260 to $1.335 billion with
associated diluted adjusted earnings per share of $3.10 to $3.45 on
approximately 35.3 million weighted average shares outstanding.
A supplemental presentation is included with
this release. Chart’s CEO and President, Jill Evanko, will discuss
this acquisition on a conference call today, November 3, 2020 at
2:00pm eastern time. The conference call can be accessed by
dialing 877-312-9395 and entering ID 1283039. A replay will be
available beginning November 3, 2020 from 4:30pm eastern time until
November 10, 2020 at 4:30pm eastern time and can be accessed by
dialing 404-537-3406 and entering ID 1283039.
Winston & Strawn served as legal advisor to
Chart Industries, Inc. on this transaction. Boenning &
Scattergood, Inc. served as financial advisor to BlueInGreen and
its Board of Members. SmithHurst, PLC acted as legal advisor to
BlueInGreen and its Board of Members.
About Chart Industries,
Inc.
Chart Industries, Inc. is a leading independent
global manufacturer of highly engineered equipment servicing
multiple applications in the Energy and Industrial Gas
markets. Our unique product portfolio is used in every phase
of the liquid gas supply chain, including upfront engineering,
service and repair. Being at the forefront of the clean
energy transition, Chart is a leading provider of technology,
equipment and services related to liquefied natural gas, hydrogen,
biogas and CO2 Capture amongst other applications. We are committed
to excellence in environmental, social and corporate governance
(ESG) issues both for our company as well as our customers.
With over 25 global locations from the United States to Asia,
Australia, India, Europe and South America, we maintain
accountability and transparency to our team members, suppliers,
customers and communities. To learn more, visit
www.Chartindustries.com.
About BlueInGreen
BlueInGreen, LLC (BIG) is a water cleantech
company and gas-dissolution expert that provides the most efficient
method of dissolving gases in water. BIG solutions empower water
treatment professionals to make a difference by making water
treatment processes more efficient, more effective, safer and more
environmentally sound. With over 100 installations in North America
treating over 1 billion combined gallons of water each day, BIG
offers the most cost-effective solutions for oxygenation, pH
adjustment, oxidation and odor control. For more information, visit
blueingreen.com.
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning the Company’s business
plans, including statements regarding completed acquisitions, cost
synergies and efficiency savings, objectives, future orders,
revenues, margins, earnings or performance, liquidity and cash
flow, capital expenditures, business trends, governmental
initiatives, including executive orders and other information that
is not historical in nature. Forward-looking statements may
be identified by terminology such as "may," "will," "should,"
"could," "expects," "anticipates," "believes," "projects,"
"forecasts," “outlook,” “guidance,” "continue," “target,” or the
negative of such terms or comparable terminology.
Forward-looking statements contained in this press release or in
other statements made by the Company are made based on management's
expectations and beliefs concerning future events impacting the
Company and are subject to uncertainties and factors relating to
the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the Company's
control, that could cause the Company's actual results to differ
materially from those matters expressed or implied by
forward-looking statements. Factors that could cause the
Company’s actual results to differ materially from those described
in the forward-looking statements include: the Company’s
ability to successfully integrate recent acquisitions and achieve
the anticipated revenue, earnings, accretion and other benefits
from these acquisitions; risks relating to the recent outbreak and
continued uncertainty associated with the coronavirus (COVID-19)
and the other factors discussed in Item 1A (Risk Factors) in the
Company’s most recent Annual Report on Form 10-K filed with the SEC
and Quarterly Reports on Form 10-Q, which should be reviewed
carefully. The Company undertakes no obligation to update or
revise any forward-looking statement.
For more information, click here:
http://ir.chartindustries.com/
Supplemental materials are available
at http://ml.globenewswire.com/Resource/Download/92bdc34c-c150-47e0-a9ea-7f0ad66d70ed
Investor Relations
Contact:
Wade Suki, CFA |
Director of Investor
Relations |
832-524-7489 |
wade.suki@chartindustries.com |
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