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Merges and Acquisitions – Lighting Industry Business Happening Now

2017 has already been stupid busy for the lighting industries.  There are more than a handfuls of deals going on right now that I know about, and I’m sure another two handfuls after that I don’t know.  Business is moving upwards in this Trumpian economy for some reason.  Seriously, look at the gentle climb under Obama, then look at the rise in business stocks since Trump:

Look under November 2016…  See the huge dip and then ENORMOUS rise, right around the middle of November?  Business stocks picked up MAJOR steam right about then!  I wonder why that was…  hmmmmmmmmmmmmmmmmmTrump.  When businesses are in control of their financial growth for the next however many years this is going to go on, you will see more of a rise and steady growth in the dow and NASDAQ numbers.  Businesses will make more money.  The real test, especially in our industries, is if that growth will translate down into the foot soldiers of lighting, its men and women infantry of photon superiority out there stringing cable and programming fixtures to make the shows great for people.  This is and always will be the test; watch which companies put back in when they get something out, as arbitrage business opportunities can really show a company’s strength, or lack.

In 2017 so far, and forgive me if I’ve missed any, there has been news of three major business decisions that have been or are close to being finalized:

  • Samsung acquired Harman, who recently bought Martin Lighting
  • Electronic Theatre Controls (ETC) is working out acquiring High End Systems, who has been a BARCO company
  • Chauvet and Sons just acquired Chamsys, the lighting control manufacturer

That’s a whole heck of a lot of movement!  It’s like the early 2000’s when Vari*Lite was sold to Genlyte Thomas and all of those VLPS offices closed across the country, and then Genlyte Thomas was purchased by Philips, which then made Vari*Lite a Philips Entertainment company.  Maybe this stuff is only interesting to me, but I love watching how companies behave when they don’t have to behave a specific way, if you know what I mean.  Companies get to operate as people, legally, and if we act like crappy people, we get labeled as a crappy person.  I think the same goes for companies — watch how companies behave, it is literally your responsibility, like it is mine, to police our industry.  The same goes for policing your own reputation, but there are a series of posts dedicated to that particular subject coming out very soon, and they are going to be epic.

Starting with Samsung acquiring Harman/Martin, from the Samsung Newsroom:

Samsung Electronics and Harman International Industries, Incorporated today announced that they have entered into a definitive agreement under which Samsung will acquire HARMAN for $112.00 per share in cash, or total equity value of approximately $8.0 billion.  Upon closing, the transaction will immediately give Samsung a significant presence in the large and rapidly growing market for connected technologies, particularly automotive electronics, which has been a strategic priority for Samsung, and is expected to grow to more than $100 billion by 2025¹ . HARMAN is the market leader in connected car solutions, with more than 30 million vehicles currently equipped with its connected car and audio systems, including embedded infotainment, telematics, connected safety and security. Approximately 65% of HARMAN’s $7.0 billion of reported sales during the 12 months ended September 30, 2016 are automotive-related, and its order backlog for this market at June 30, 2016 was approximately $24 billion.

HARMAN’s experience designing and integrating sophisticated in-vehicle technologies, as well as its long-term relationships with most of the world’s largest automakers, will create significant growth opportunities for the combined business by enabling it to leverage Samsung’s expertise in connected mobility, semiconductors, user experience, displays and its global distribution channels. In addition, the combination of HARMAN’s brands and audio capabilities and Samsung’s expertise in consumer electronics will deliver enhanced customer benefits and elevate user experiences across Samsung’s complete portfolio of consumer and professional products and systems.

“HARMAN perfectly complements Samsung in terms of technologies, products and solutions, and joining forces is a natural extension of the automotive strategy we have been pursuing for some time,” said Oh-Hyun Kwon, Vice Chairman and Chief Executive Officer of Samsung Electronics.  “As a Tier 1 automotive supplier with deep customer relationships, strong brands, leading technology and a recognized portfolio of best-in-class products, HARMAN immediately establishes a strong foundation for Samsung to grow our automotive platform. Dinesh Paliwal is a proven global leader and, in our extensive discussions, we have developed deep respect for him, his strong senior leadership team and HARMAN’s talented employees.  HARMAN’s sustained track record of rapid growth fueled by technology leadership and an unmatched automotive order pipeline reflects its commitment to innovation and customers.”

“The vehicle of tomorrow will be transformed by smart technology and connectivity in the same way that simple feature phones have become sophisticated smart devices over the past decade,” added Young Sohn, President and Chief Strategy Officer of Samsung Electronics. “We see substantial long-term growth opportunities in the auto technology market as demand for Samsung’s specialized electronic components and solutions continues to grow.  Working together, we are confident that HARMAN can become a new kind of Tier 1 provider to the OEMs by delivering end-to-end solutions across the connected ecosystem.”

Dinesh Paliwal, HARMAN Chairman, President and CEO, stated, “This compelling all-cash transaction will deliver significant and immediate value to our shareholders and provide new opportunities for our employees as part of a larger, more diversified company.  Today’s announcement is a testament to what we have achieved and the value that we have created for shareholders.  Samsung is an ideal partner for HARMAN and this transaction will provide tremendous benefits to our automotive customers and consumers around the world.  Combining Samsung’s strengths in leading-edge displays, connectivity and processing solutions with HARMAN’s technology leadership and long-standing customer relationships will enable OEMs to provide new offerings for their customers.  Partnerships and scale are essential to winning over the long term in automotive as demand for robust connected car and autonomous driving solutions increases at a rapid pace.  This transaction will bring HARMAN and Samsung’s complementary strengths together to accelerate innovation in this space. More broadly, this investment underscores the strength of HARMAN’s employees, as well as our success and leadership across our markets.  We look forward to working together with Samsung to elevate experiences for consumers worldwide.”

Customer Benefits and Significant Growth Opportunities

Samsung expects the combination to deliver significant growth opportunities and benefits to customers by leveraging Samsung’s and HARMAN’s complementary technologies, resulting in increased market penetration across important end markets.

• Automotive:  Combining HARMAN’s leadership in new connected car technologies, including its top positions in infotainment, cyber security, over-the-air updates and telematics, with Samsung’s significant expertise and experience in connectivity technologies, including 5G, UX/UI, display technology and security solutions, will enhance HARMAN’s automotive and connected services businesses to drive greater sales and provide significant benefits as automakers speed the adoption of next-generation connected cars.

• Audio:  HARMAN’s leading brands and cutting-edge audio systems include JBL®, Harman Kardon®, Mark Levinson®, AKG®, Lexicon®, Infinity®, and Revel®.  The company also licenses Bowers & Wilkins® and Bang & Olufsen® brands for automotive.  All of these brands will greatly enhance the competitiveness of Samsung’s mobile, display, virtual reality and wearable products to deliver a fully differentiated audio and visual experience for customers.

• Professional:  The combination will also expand the combined company’s business-to-business platform through its ability to deliver integrated, large-scale audio and visual professional solutions at stadiums, concert facilities and other performance centers such as The John F. Kennedy Center for the Performing Arts and STAPLES Center – home of the GRAMMY Awards®.

• Connected Services:  Samsung will gain access to HARMAN’s 8,000 software designers and engineers who are unlocking the potential of the IoT market.  This collaboration will deliver the next generation of cloud-based consumer and enterprise experiences, as well as end-to-end services for the automotive market through the convergence of design, data and devices.

Operating Structure and Leadership

Upon closing, HARMAN will operate as a standalone Samsung subsidiary, and continue to be led by Dinesh Paliwal and HARMAN’s current management team.  Samsung is pursuing a long-term growth strategy in automotive electronics, and plans to retain HARMAN’s work force, headquarters and facilities, as well as all of its consumer and professional audio brands.  Samsung believes the combination will increase career development and advancement opportunities for the employees of both companies.

Samsung’s Automotive Electronics Business Team, which was established in December of 2015 to identify opportunities for Samsung in the automotive sector, will work closely with the HARMAN management team to realize the full growth potential of the combination.

Terms of the Transaction

The purchase price represents a premium of 28% based on HARMAN’s closing stock price on November 11, 2016 and a 37% premium to HARMAN’s 30-calendar day volume weighted average price ending November 11, 2016.  Samsung expects to use cash on hand to fund the transaction.  The agreement has been unanimously approved by the boards of directors of both companies.

The transaction, which is subject to approval by HARMAN shareholders, regulatory approvals and other customary closing conditions, is expected to close in mid-2017.

Advisors

Evercore is serving as financial advisor to Samsung and Paul Hastings LLP is acting as legal counsel.  J.P. Morgan and Lazard are serving as financial advisors to HARMAN and Wachtell, Lipton, Rosen & Katz is acting as legal counsel.

Next up is the acquisition of High End Systems by ETC from BARCO — so many letters!!  From a post here at JimOnLight:

Middleton, WI (01, March, 2017) – ETC and Barco announced today that they are in the midst of serious discussions wherein ETC would acquire High End Systems. While the timeline for the completion of this acquisition is still unknown, both parties are committed to moving forward with a successful transaction.

Wim Buyens, senior vice president of Barco’s Entertainment division, commented, “For Barco, the divestment of its lighting activities is in line with its strategy to sharpen the focus on its core activities. We believe joining forces with ETC would enable High End Systems to realize its full business potential while providing ongoing support and opportunity development for its customers, and we appreciate ETC’s commitment to maintain High End’s operations in Austin and fully support the development of High End’s products.”

Fred Foster, ETC CEO commented today, “ETC has been executing a strategy to grow our company. We want to offer our employee-owners opportunities for greater personal success and continue to give our customers innovative products and services. We see adding HES to the ETC family as an opportunity for both of those things. Our plan is to continue High End operations from their current location in Austin, TX. High End products like the Sola family of LED automated fixtures, Wholehog consoles, and Axon media servers are innovative tools for the live-events industry. Our intention is to make the investments needed in order to restore these products and the High End brand to market-leader status.”

Foster continues, “We place a high value in not only the High End products, but also the employees that will join our ETC family with the completion of this acquisition. Both companies have similar core values when it comes to innovation and I know working together will be a great success.”

More information will be announced in the coming weeks, once the acquisition reaches final stages.

Then Chauvet comes out and BOOM!  They acquired Chamsys.  From the Chauvet newsroom:

SUNRISE, FL, USA – Chauvet & Sons LLC has announced that it completed the acquisition of ChamSys Ltd., the Southampton, UK-based designer and manufacturer of lighting controllers. ChamSys provides Chauvet a strong presence in the controller market that complements its CHAUVET Professional lighting fixtures and LED video panels.

“We are very excited about the opportunity to join forces with ChamSys,” said Albert Chauvet, CEO of Chauvet & Sons LLC. “ChamSys has a well-deserved reputation for innovation, quality and value, the same principles that are at the heart of our own Chauvet brands. Together ChamSys and Chauvet are now in a position to better cover and serve worldwide markets.”

ChamSys will continue to operate as an independent business unit from its facility in Southampton, UK. ChamSys founders Chris Kennedy and George McDuff will remain as Managing Directors of the company and, together with Sales Director Tony Cameron, will continue to lead its current staff of software and hardware engineers, operations, sales and support teams.

The ChamSys industry standard MagicQ series of lighting control products will continue to be sold by the company’s current network of distributors, except in the USA, where Chauvet will sell and support ChamSys products from its Sunrise, Florida headquarters. The CHAUVET Professional sales team will assume responsibility for ChamSys sales in the USA. They will have the full-time support of Phil Watson, former CEO of ChamSys, Inc. who has been named ChamSys USA Director.

“We’re committed to maintaining the ChamSys brand and its reputation for excellence by supporting the vision and culture of its management team,” added Albert Chauvet. “At the same time, we’re also looking forward to building ChamSys in the USA and making this outstanding line of controllers available to an even larger market.”

ChamSys Managing Director Chris Kennedy echoed this enthusiasm. “Chauvet and ChamSys share similar cultures, a strong sense of respect for our customers, an appreciation of our staffs and a powerful drive to be the best in our markets,” he said. “This partnership is clearly a logical step for both companies. We deeply appreciate that Chauvet is committed to building on our 14-year heritage so that ChamSys becomes even stronger in the future.”

 

A major congratulations to all of the people and companies involved here, I look forward to seeing what happens next this year in our beloved industry!

Company links:

Samsung // HARMAN / MARTIN

ETC // High End Systems

Chauvet and Sons // Chamsys

In Case You Hadn’t Heard, ESTA and PLASA are Proposing A Merger

This is pretty huge news, everybody – if you’ve not heard about this yet, it’s time to hear about it now.

Two major organizations in the entertainment industry, the Entertainment Services and Technology Association (ESTA) and the Professional Lighting and Sound Association (PLASA) are voting on a merger.  “Wait a second,” you might ask yourself – “what good would that do?”  Well, that’s what being a professional in the industry is all about – working on making our industry better one step at a time.  That also means making decisions about what happens in our industry, and now is the time for action.  If you’re a member of ESTA or PLASA, you’ll be getting a ballot soon – send it in!  On May 31, voting closes on the merger, and we’ll hear about the results in early June.

What are your thoughts on the merger of PLASA and ESTA?  Please comment below and share your views!

If you want to see the packet that was mailed around to members, the link is here (PDF link), and the ESTA website has additional information on the merger.  Below is a letter than was sent out a month or so ago regarding the merger:


Dear Members,

It has sometimes been said that many people spend more time ‘planning the wedding’ than they do ‘planning the marriage.’  We will tell you (with great conviction) that this is certainly not the case when it comes to the proposed merger between ESTA and PLASA. Ever since last fall when we announced that the ESTA Board of Directors and the PLASA Executive Committee had agreed in principle to merge our two associations, countless hours have been spent by the ESTA and PLASA teams, your elected representatives and numerous volunteers to provide you with specific information on several topics to prepare you to cast your vote in May, 2010.

The best business plans are straightforward documents that spell out the “who, what, where, why and how much” and that is precisely what we have tried to do for you. This package includes the following:
  • An Executive Summary that clearly identifies the key issues and provides a high level view of the rationale for this merger and how the merged association will operate. Most importantly, it provides you with information about how this merger will impact you as a member of ESTA;
  • Documents have been provided that offer specific details regarding the following:
    – Membership Structure
    – Governance Structure
    – Dues Structure
    – Code of Conduct
    – Technical Standards Program
It is very important to point out the following:
  • The current ESTA staff fully supports this merger and all of them will continue to provide you with member benefits and services;
  • The member benefits and services are in no way reduced by this merger. In point of fact, new benefits and services are planned and others will be enhanced;
  • ETCP will continue as a major program dedicated to fostering safety in the industry and will operate along a separate but parallel path to PLASA’s program to accommodate both legal and regional differences in certification standards;
  • The existing committee structure will continue and will enable PLASA in North America to continue to make good use of the valuable volunteer efforts that have long been the core of our association;
  • Protocol will continue to be offered as a quarterly journal and will become a part of the PLASA Publishing team;
  • The ESTA Foundation will continue to operate as a separate 501(c)3 educational and charitable foundation under its existing name. The merged association will continue to provide support for the Foundation and its programs including Behind the Scenes.
As we said, a tremendous amount of work has been done already (and will continue through the voting process). This merger has our complete support and also enjoys the unconditional support of the ESTA Board of Directors, the Technical Standards Committee, the ETCP Council, the ‘Has Been Society’ (ESTA’s Past Presidents), the ESTA Staff and program participants too numerous to mention.

Even with all of this support, the vote to approve this merger does face the challenge that a majority of all voting classifications (Dealer and Rental Company/Manufacturer and Distributor/PSO) must vote AND a majority of those voting must vote in favor of the plan. Andrew Carnegie once said that “you can’t push anyone up the ladder unless he is ready to climb himself.”

What can you expect in the next several weeks?
  • This package of information is being sent to you both electronically and by snail mail;
  • Your comments and questions are welcome between now and April 6th;
  • For those of you attending USITT there will be a special meeting on Wednesday, March 31st from 9-10:30am at the Marriott Kansas City Downtown in room Moten AB dedicated to a discussion of these materials;
  • In mid-April, you will receive a copy of the revised by-laws that would specifically govern PLASA in North America;
• By May 1st, you will receive your ballot regarding the proposed merger and by-law changes;
• Voting will end May 31st;
• The results of the vote will be announced in early June.

William Shakespeare said that “we know what we are, but know not what we may be.”

We have made substantial efforts to provide you with the information and tools that you need. We urge you to make comments and to ask questions if there is anything that you do not understand. Your active and enthusiastic participation in this process is urgently needed to shape the future of our association.

Sincerely,
Bill Groener
Lori Rubinstein

Airport Time Travel

I’ve been traveling around the world as a designer for nearly 12 years now. As technology has advanced and the world has become more interesting, my travel habits have evolved alongside. A 4 hour layover can be a drag, as can a 5 minute plane change somewhere like Minneapolis/St. Paul airport with its eleventy million moving walkways and big distance between terminals and gates.

I always try to get to the airport a little early, for example, to get coffee and snag a seat in the gate by a power outlet before the crowds snag them all.

What wonders and annoyances have you come to embrace over the years? Post in the comments, share with everyone!