FLUIDRA AND ZODIAC ANNOUNCE MERGER TO CREATE A GLOBAL LEADER IN THE POOL INDUSTRY


November 3, 2017

  • Businesses are highly complementary with geographical strengths, brand portfolios and product offerings creating expanded growth opportunities and value for customers, shareholders and employees
  • With 5,500 employees and a presence in over 45 countries, the new company will be a global leader with sales of €1.3 billion and combined EBITDA of €210 million
  • Fluidra will remain listed on the Spanish stock exchange with its global headquarters in Sabadell (Barcelona), Spain and North American headquarters in Vista (San Diego), California
  • The merger is expected to close in the first half of 2018


BARCELONA & SAN DIEGO – Nov. 3, 2017
– Fluidra S.A. (BME: FDR), a Spanish listed multinational group serving the residential and commercial pool and wellness sector, and Zodiac Pool Solutions (“Zodiac”), a global manufacturer of residential pool equipment and connected pool solutions, have agreed to merge.

The merger is expected to close in the first half of 2018. Fluidra will maintain global headquarters in Sabadell (Barcelona), Spain and North American headquarters in Vista (San Diego), California. Fluidra Executive President Eloi Planes will serve as Executive Chairman of its Board of Directors, while Zodiac CEO Bruce Brooks will serve as the company’s CEO.

The combined company will keep Fluidra’s name and public listing on the Spanish stock exchange, employ a workforce of 5,500 dedicated pool industry professionals and operate an expansive global footprint stretching across more than 45 countries in North America, Europe, Australia, Asia, South America and Africa, with the US representing its largest market. Sales will total €1.3 billion with combined EBITDA of €210 million, improving margins and cash flow profile.

The merged organization will offer a significantly expanded product portfolio that includes some of the most widely recognized and respected global pool brands, including Zodiac®, Jandy® Pro Series, Polaris®, AstralPool®, Cepex®, Gre® and CTX Professional®. Additionally, with its expanded resources, the new company will be positioned to accelerate innovation to meet market demand for more efficient, customer-focused solutions in growing fields like robotics and the Internet of Things.

Zodiac brings to the merger its strong position in North America and a dedicated focus on residential pool solutions, while Fluidra brings its strength in Europe, Australia, Asia, South America and Africa, plus a product portfolio that includes commercial as well as residential pool products. Combining these complementary geographical strengths and areas of expertise will result in a new organization able to offer innovative solutions on a global basis for the total pool market – from residential to commercial projects.

“By combining Fluidra and Zodiac, we will build a strong and exciting platform from which to better serve our customers, develop user-driven sustainable innovations and create opportunities for our people and our dealers,” said Fluidra Executive President Eloi Planes. “This merger will create significant value for all our shareholders.”

“This will be a merger between two industry leaders with a shared customer-centered vision, a commitment to innovation and a clear and complementary set of values,” said Zodiac CEO Bruce Brooks. “We will have expanded reach into growing global markets and the ability to accelerate product development and better meet our customers’ needs worldwide.”

The Boards of Directors of Fluidra and Zodiac unanimously support the formation of this new company. In connection with the transaction, Fluidra’s founding families have entered into a shareholders’ agreement with affiliates of Rhône Capital, current equity holders of Zodiac; these parties will respectively hold 29 percent and 42 percent of the combined company’s shares at closing. This stable group of core shareholders is focused on value creation going forward, and has agreed to customary share transfer restrictions. The shareholders of the combined entity will be represented by an enlarged board of directors consisting of 12 members: four independent, four nominated by the founding families and four nominated by Rhône Capital.

The transaction is subject to the approval of Fluidra's shareholders, as well as other customary conditions including merger control clearances and the exemption by the Spanish stock market regulator (CNMV) of Rhône Capital launching a mandatory takeover bid following completion of the merger.

Citigroup is acting as financial advisor to Fluidra and Credit Suisse is acting as financial advisor to Zodiac. Garrigues is acting as legal advisor to Fluidra and Linklaters is acting as legal advisor to Zodiac.


About Fluidra
Fluidra is a Spanish listed multinational group devoted to the pool and wellness sector, with a focus on developing leading products and applications for the commercial and residential pool markets. The company operates via subsidiaries in 45 countries and under the leading brands of AstralPool®, Cepex®, CTX Professional® and Gre®. To learn more about Fluidra, please visit www.fluidra.com.


About Zodiac
Zodiac, a Rhône Capital portfolio company, is a global manufacturer of residential pool equipment and connected pool solutions. The company has a rich heritage of innovation excellence dating back more than 100 years, and markets its product lines under the leading brand names of Zodiac®, Polaris®, Jandy® Pro Series, Nature2®, Caretaker™, SAVI®, Grand Effects® and Cover-Pools®. To learn more about Zodiac, please visit www.zodiac.com.


About Rhône Capital
With over 20 years of investing experience, Rhône Capital and its affiliates comprise a global alternative investment management firm with approximately €5 billion in assets under management. The firm focuses its private equity investments in market leading businesses with a pan-European or transatlantic presence and global growth opportunities. Rhône Capital, which is currently investing capital from its fifth private equity fund, has invested in a diversified portfolio of companies including those in the chemical, consumer product, food, industrial packaging, specialty material, business services and transportation sectors.

    Contact Information:

Fluidra media contact:
(for Europe, Australia,
Asia, LatAm and Africa)

David Monfort
dmonfort@atrevia.com
+34 689 912 622

Inés Solà
isola@atrevia.com
+34 606 79 13 12


Zodiac media contact:

(for US / Canada)


Julie Wright
jwright@wrightoncomm.com
+1 760 419 4664

Frequently Asked Questions

When will the merger be finalized?
It is expected to close some time in the first half of 2018.

Where will the new company be headquartered?
The new company’s global headquarters will be in Sabadell, Spain, outside of Barcelona, while the North American headquarters will remain in Vista (San Diego), California.

Who will lead the new company?
Current Zodiac CEO Bruce Brooks will serve as global CEO, while current Fluidra Executive President Eloi Planes will serve as Executive Chairman of its Board of Directors.

How many employees will the new company have?
Approximately 5,500 globally.

How many countries will the new company operate in?
In 46 countries.

Who is Fluidra?
Fluidra is a publicly listed Spanish multinational group devoted to developing applications for the sustainable use of water at the service of people’s wellbeing and health. They operate under the AstralPool®, Cepex®, CTX Professional® and Gre® brands with a portfolio of products for residential and commercial pool systems. They are based in Sabedell, Spain with 4,300 employees and operations in 45 countries.

Why did Fluidra and Zodiac merge?
There are many synergies between the two companies, such as their shared focus on the customer, pursuit of innovation, broad portfolios of highly recognized products and brands, and strength in respective global markets that complement each other. Plus, their deep portfolio of products and experience in the residential and commercial pool sectors will give our new company the ability to expand our offering into commercial projects, including recreation centers, water parks and resorts. This is a terrific opportunity for us and our valued customers as we will now have in-depth expertise across the total pool market—from residential to commercial projects.

How might this merger affect me as a customer?
Ultimately, this merger will allow us to better serve you through a broader product offering, accelerated innovation and stronger distribution. In the meantime, we do not expect any disruption to your business and you should plan to continue interacting with Zodiac as you normally would through your usual Zodiac contacts. Integrating two companies of this size will be a long and carefully considered process, during which time customers will receive frequent updates on its progress.

Will my existing orders be affected in any way?
No, there will be no impact on your existing orders.

Will product pricing change?
No changes are planned to product pricing.

Will my loyalty program change?
No changes are planned to the loyalty program you currently enjoy from us.

Will product quality or availability be affected?
You should notice absolutely no change to our product quality or availability.

Will product naming or model numbers change?
No changes are planned to the product names or model numbers you are accustomed to.

Will there be any restructuring of the existing product brands?
There are no changes planned regarding the Zodiac brands you are accustomed to, such as Jandy® Pro Series, Polaris®, Zodiac® Pool and the other leading brands in our portfolio.

Will my sales representative or field service representative change?
You can continue to interact as usual with your Zodiac sales and field service contacts.

Can I still reach my Zodiac contact at the same email address and phone number?
You can continue to interact as usual with your Zodiac sales or service contact until the merger is finalized some time in the first half of 2018. Following the merger, you will be notified well in advance of any changes to contact information.

Will there be any changes to the invoicing and payment process?
No changes are planned to the existing process in place.

Will the warranty change on Zodiac products?
No changes are planned to the warranty program you currently enjoy from us.

Will the warranty process change?
No changes are planned to the warranty program you currently enjoy from us.

If I have a warranty issue with a Zodiac product, can I contact Fluidra, and vice versa?
Warranty issues with Zodiac products and Fluidra products will continue to be handled in the same manner they are today.

Will any of Zodiac’s office locations change?
No changes are planned at this time.

What will happen when the merger closes in the first half of 2018?
Once the merger is finalized, the new company will be known as Fluidra with current Zodiac CEO Bruce Brooks serving as its CEO and current Fluidra Executive President Eloi Planes serving as Executive Chairman of its Board of Directors. Although at the close of the merger the new company will operate under a new name, the day-to-day operations will remain the same. Because of this we don’t expect our customers to notice any disruption to their normal course of business. We will keep customers notified of the merger’s progress through regular updates and will notify them well in advance of any changes they should be aware of.

How will I be notified of any changes that could impact my normal course of business?
Maintaining clear and timely communication with our valued customers is a high priority as the integration process moves forward. You will be notified of any changes via company email and your sales and field service contacts. If you have additional questions, you may also email feedback@zodiac.com anytime.

Will Zodiac honor the existing warranty on my applicable product?
No changes are planned in the warranty program for our existing qualifying customers and users. Zodiac will continue to honor and handle all warranty issues just as they do today.

If I have a service issue on my Zodiac product, should I call Zodiac or Fluidra?
You can reach out to Zodiac for service or support on your qualifying product.

Will the existing Zodiac technical support phone number and email address change?
No, you can continue to reach us at the same technical support email and phone number that you’ll find on our website or that may be supplied in the box with your product.

I’m waiting on a rebate from a recent Zodiac promotion. Will Zodiac still honor that rebate?
Correct. No changes to our rebate offers or promotions are planned, and Zodiac and/or the new Fluidra will honor qualifying rebates offered prior to the merger.