Mergers & Acquisitions

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Rockwell to acquire British firm

Milwaukee-based Rockwell Automation Inc. announced it has reached an agreement to acquire Industrial Control Services Group Limited (ICS) for $218.3 million in cash.

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Headquartered in Maldon, United Kingdom, ICS trades and does business as ICS Triplex, a global supplier of critical control and safety solutions to process industries. With 40 years of experience, ICS Triplex develops, delivers and maintains advanced products and solutions for high availability, fault-tolerant applications in process industry segments worldwide.

ICS Triplex has more than 500 employees and operations across Europe, the Middle East, Asia and North America. ICS Triplex provides engineering services, products, and solutions for industries that demand high-integrity critical control. The industries primarily include oil and gas exploration, production, transportation, and refining as well as chemicals and power generation.

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Rockwell Automation expects the transaction to be slightly dilutive to earnings per share in the first full fiscal year and accretive thereafter.

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“With their industry expertise and strong customer relationships, ICS Triplex provides an important strategic fit for our rapidly expanding process control and safety solutions businesses,” said Keith Nosbusch, chairman and chief executive officer of Rockwell Automation. “ICS customers in oil and gas and other process industries will benefit from the breadth of Rockwell Automation’s product portfolio and solutions capabilities. It also allows us to incorporate ICS’s high availability, fault-tolerant technology into the Logix architecture extending the reach of this technology into discrete and hybrid process applications.”

Peter Mottershead, ICS Triplex chief executive, said, “For 40 years, ICS Triplex has provided fault-tolerant safety and critical control solutions to premier companies in the oil and gas industry. As we combine these capabilities with Rockwell Automation’s 100 years of experience and strengths as a global leader in industrial automation control and information systems, it should enable us to grow our business and better serve our customers.”

ICS Triplex will be included in Rockwell’s Control Products and Solutions operating segment.

Fiserv to sell off Support Services

Fiserv Inc., a Brookfield-based provider of financial technology solutions, has signed definitive agreements to sell its Fiserv Investment Support Services operations in two separate transactions.

The transactions, which are subject to customary conditions and regulatory approvals, are expected to close by the end of the year. Fiserv ISS manages nearly 300,000 retirement and custodial accounts valued at $46 billion.

TD Ameritrade Holding Corp. has agreed to acquire Fiserv Trust Company and the accounts of Fiserv’s institutional retirement plan and advisor services operations for $225 million in cash at closing, plus contingent cash consideration of up to $100 million, based on the achievement of revenue targets over the twelve months subsequent to closing.

In addition, Fiserv will be reimbursed by TD Ameritrade for the net capital included in the business of approximately $50 million at closing, and Fiserv will retain its additional excess capital of approximately $30 million. As part of the transaction, Fiserv’s registered investment advisor and retirement plan administrator clients will transition post-closing to TD Ameritrade.

In a separate transaction, Bob Beriault, who is currently group president for Fiserv ISS, has agreed to acquire the remaining accounts and net capital of the investment support services business for approximately $50 million in cash. Fiserv will retain a preferred share minority interest in the business.

The remaining investment support services business will become a new private company led by Beriault. The company will provide back-office and custody services for 190,000 retirement accounts with an estimated $16 billion in assets and $1 billion in FDIC insured deposits.

“We are focused on operating businesses where we have a clear leadership position which translates to strong growth and superior value for our clients,” said Jeffery Yabuki, president and chief executive officer of Fiserv. “Combining our financial advisor facing businesses with TD Ameritrade will create an even more powerful market force which will lead to enhanced value for clients.”

Yabuki added, “The proceeds from this sale will provide us with additional capital to deploy in a manner that builds shareholder value. We are focused on opportunities which enhance our long-term growth prospects in businesses where we have a strong competitive position.”

Private equity firm to acquire CDW

CDW Corp., which acquired Fitchburg-based Berbee Information Networks Corp. last year, announced it has signed a definitive agreement to be acquired by Madison Dearborn Partners LLC in a transaction valued at approximately $7.3 billion

Under the terms of the agreement, CDW shareholders will receive $87.75 in cash for each share of CDW common stock they hold, representing a premium of approximately 16.1 percent over CDW’s closing share price of $75.56 on May 25.

CDW’s board of directors approved the merger agreement and will recommend that CDW’s common shareholders approve the transaction.

Vernon Hills, Ill.-based CDW is a principal source of technology products and services including top name brands such as Acer, Adobe, APC, Apple, Cisco, Fujitsu, HP, IBM, Lenovo, Microsoft, Panasonic, Quantum, Samsung, Sony, Symantec and ViewSonic.

Madison Dearborn Partners, which is based in Chicago, is one of the most experienced and successful private equity investment firms in the United States. MDP has more than $14 billion of equity capital under management and makes new investments through its most recent fund, Madison Dearborn Capital Partners V, a $6.5 billion investment fund raised in 2006. MDP focuses on management buyout transactions and other private equity investments across a broad spectrum of industries, including basic industries, communications, consumer, financial services, and health care.

At one time, Berbee was one of the fastest-growing Wisconsin-based technology companies. Over the past 13 years, Berbee has evolved into a $390 million information technology provider that thrives by delivering cutting-edge solutions for its customers. Last September, Berbee was acquired by CDW for $175 million. With that acquisition, Berbee chief executive officer Paul Shain’s role changed, as he added the title of senior vice president for CDW. Shain spoke at length about the transition as a panelist at the Northern Trust Economic Trends Breakfast in January.

Phones Plus expands services with new partnership

New Berlin-based Phones Plus Inc, is forming a strategic partnership up with Wygant, a TeleDirect International company, to provide businesses with voice and data recording, quality management and archiving solutions.

The partnership gives small to mid-sized companies the ability to adopt communications technology previously employed by only large enterprises.

Small enterprises can now take control of their business communications with Wygant’s Encore Small Enterprise Recorder. Wygant’s new small business recording solution designed to assist small businesses with the evolving standards and regulations for recording. With the optional CenterPlus component, businesses can evaluate agent performance, track strengths and weaknesses, and follow up with targeted coaching and training to deliver results.

“We conducted a thorough analysis of call recording solutions in the marketplace and determined that Encore was the right choice for our valuable customer base,” said Thomas Sodemann, vice president of Phones Plus. “Not only is Wygant’s engineering superb but it is also very cost-effective, compared to competitive products. The solution is practical for just about any company in any industry. For example, managers can record and store employee conversations with customers and utilize the system’s technology to evaluate call quality. Understanding what’s being communicated on a phone conversation can make or break any business.”

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