MSA Security to Develop Fuel Detection Enterprise with Acquisition of Bacharach, Inc.; a Chief in Heating, Air flow, Air Conditioning and Refrigeration (HVAC-R) Leak Detection

PITTSBURGH, May 24, 2021 / PRNewswire / – Global safety equipment manufacturer MSA Safety Incorporated (NYSE: MSA) announced today that it has entered into a definitive agreement to acquire Bacharach, Inc. and its affiliates (Bacharach) from FFL Partners, a San Francisco, California Private equity firm based in a transaction worth $ 337 million. Headquarters nearby Pittsburgh in the New Kensington, Pa.Bacharach is a leader in gas detection technologies used in the heating, ventilation, air conditioning and cooling (HVAC-R) markets, with annual sales of approx. $ 70 million. The company employs 200 people at four locations in the USA. Canada and Ireland.

Bacharach’s advanced instrumentation technologies were founded in 1909 and help protect life and the environment. At the same time, they increase the operational efficiency of the diversified customer base. The company’s portfolio of gas detection and analysis products is used to detect, measure and analyze leaks of various gases common in both commercial and industrial environments. Bacharach has extensive expertise in the refrigerant leak detection market for customers in the HVAC-R, food retail, automotive, commercial and industrial refrigeration, and military sectors.

“The Bacharach acquisition accelerates our long-term growth strategy to expand our addressable market for applications that align with MSA’s mission and core technologies,” he said Nish Vartanian, MSA Chairman, President and CEO. “With a leading recognition portfolio and a strong brand, Bacharach offers access to attractive end markets and at the same time adapts perfectly to MSA’s product and manufacturing expertise.” Mr. Vartanian added that the MSA gas detection center of excellence and Bacharach headquarters are both located in the metropolitan area Pittsburgh Area.

MSA Senior Vice President and Chief Financial Officer Ken Krause will act as executive sponsor of the acquisition. In this role, Mr. Krause will monitor the Bacharach integration process and work towards achieving acquisition synergies.

“The acquisition of Bacharach is an exciting opportunity to further stabilize our gas detection portfolio,” said Krause. “Bacharach’s end markets are guided by regulatory tailwinds that support growth in various business cycles. The company’s complementary technology and manufacturing processes also provide the opportunity to increase productivity in a number of areas,” he said.

Mr. Krause added that the acquisition reflects MSA’s balanced approach to capital investment. “Growth remains a top priority in our capital allocation strategy. The strength of our balance sheet has positioned us very well to capitalize on organic and inorganic growth opportunities in our portfolio while funding an increasing dividend,” he said.

Matthew TooneBacharach CEO commented, “MSA’s global reach will play an important role in Bacharach’s future growth. With complementary technology, similar roles and a like-minded approach to sustainability and the environment, we see this acquisition as a great addition for both Bacharach and for MSA. “

MSA’s detection brands, which include General Monitors, Senscient, Sierra Monitor and now Bacharach, represent more than 325 years of combined gas detection innovation with a common mission: protecting the health and safety of people and facilities around the world.

MSA plans adjusted earnings growth of $ 0.10 – – $ 0.15 per share in the second half of 2021 and $ 0.25 – – $ 0.35 per share for full year 2022. MSA expects to use a combination of senior revolving credit facility and long-term fixed income debt to fund the transaction upon completion. The acquisition is expected to add approximately leverage to MSA’s balance sheet.

In connection with the acquisition, MSA modified and expanded its credit facilities to increase lending capacity and flexibility. With these changes, MSA’s senior revolving credit facility now includes a sustainability-linked pricing structure that is tied to the company’s performance on certain ESG metrics.

The transaction is expected to close in early July subject to customary closing conditions, including receipt of regulatory approvals.

About MSA

Founded in 1914, MSA Safety Incorporated is a world leader in the design, manufacture and supply of safety products for protecting the infrastructure of people and facilities. Many MSA products incorporate a combination of electronics, mechanical systems, and advanced materials to protect users from dangerous or life-threatening situations. The company’s comprehensive line of products is used by workers around the world in a variety of markets including the oil, gas and petrochemical, fire, construction, mining and military industries. MSA’s core products include self-contained breathing apparatus, stationary gas and flame detection systems, portable gas detection instruments, industrial head protection products, fire helmets and protective clothing, and fall arrest devices. With 2020 sales of $ 1.35 billion, MSA employs approximately 5,000 people worldwide. The company is headquartered north of Pittsburgh in Cranberry Township, Pennsylvania, and has manufacturing facilities in the United States, Europe, Asia, and Latin America. With more than 40 international locations, MSA generates around half of its sales outside of North America. For more information, please visit the MSA website at www.MSAsafety.com.

About Bacharach, Inc.

Bacharach is a provider of cleantech solutions for the detection and identification of gas and refrigerant leaks, for the tracking of refrigerants, for combustion and emissions analysis as well as for high-purity oxygen gas analysis in commercial and industrial applications. Bacharach products make the heating, ventilation, air conditioning, cooling (HVAC-R) and process industries safer, cleaner and more energy efficient. In this way, customers can increase their productivity, reduce costs and protect life and the environment.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, certain topics discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, any projections and expected levels of future performance. Benefits and synergies of the transaction, future opportunities for the combined company and other statements regarding the future expectations, beliefs, goals, plans or perspectives of the management of MSA and Bacharach. Forward-looking statements involve risks, uncertainties and other factors that could cause our actual results to differ materially from those discussed here. Any number of factors could cause actual results to differ materially from those projected or forward-looking statements, including MSA’s ability to successfully integrate the business and employees of Bacharach, unexpected costs, changes or expenses arising out of the Transaction result, and the risk that the Transaction will disrupt the Transaction, current plans and activities of MSA and Bacharach, the ability to realize anticipated synergies, the ability of MSA to successfully grow Bacharach’s business, possible adverse reactions or changes in business relationships as a result the announcement of the transaction, the retention of key employees, global economic conditions, government spending patterns, competitive pressures, product liability claims, the success of new product launches, exchange rate fluctuations and the risks of doing business abroad d. For a full listing of these risks, uncertainties and other factors, please refer to our filings with the US Securities and Exchange Commission (“SEC”) from time to time, including our most recent Form 10-K filed on February 19, 2021. It is strongly recommended that you Review all such filings for a more detailed discussion of these risks and uncertainties. MSA’s SEC filings are available at www.sec.gov and on its own Investor Relations website at http://investors.MSAsafety.com. MSA undertakes no obligation to publicly update the forward-looking statements contained herein except as required by law.

SOURCE MSA Security

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