Johnson Controls has entered into a definitive agreement to acquire Silent-Aire, a global leader in hyperscale data centre cooling and modular critical infrastructure solutions.
This all-cash transaction is valued at up to $870 million, including an upfront payment of approximately $630 million and additional payments to be made subject to the achievement of post-closing earnout milestones.
Silent-Aire specializes in the design, engineering and manufacturing of mission critical custom air handlers and modular data centres for hyperscale cloud and colocation providers.
Silent-Aire's portfolio of data centre solutions allow for rapid deployment of critical infrastructure in flexible configurations, with a focus on quality, scalability, and speed-to-market. Silent-Aire's revenue for fiscal year 2021 (May) is expected to approximate $650 million.
Johnson Controls chair and CEO, George Oliver, said the deal provides the company with an opportunity to increase its focus on the data centre vertical and accelerate growth in this attractive end market by combining its global scale in manufacturing and service, with leading-edge innovation and a broad portfolio of technologies dedicated to serving hyperscale providers.
"This acquisition perfectly aligns with several of our key strategic growth initiatives and underscores our focus on creating shareholder value," Oliver said.
"We are incredibly excited to welcome Silent-Aire to the Johnson Controls family as we look to build upon their success of nearly 30 years of innovation, operational expertise, and deep customer relationships."
The continuous migration of applications to the cloud (SaaS) has resulted in unprecedented demand for computing power and the rapid expansion of data centre infrastructure.
In recent years, this trend has overwhelmingly favoured the development of hyperscale cloud and colocation facilities. Hyperscale providers have unique capabilities in deploying large-scale computing power with increasingly more efficient, more rapidly deployed solutions and with greater geographic reach.
To accomplish this, hyperscalers require trusted global partners, such as Silent-Aire, that provide highly efficient, sustainable and reliable products along with consistent and dependable execution, according to Silent-Aire co-CEO, Lindsey Leckelt.
"Silent-Aire grew up with the cloud and our DNA translates what it means to be a hyperscale data centre company," he said.
"Being an innovative partner with early adopters, we broke through traditional design barriers that pushed energy initiatives in what led to how most hyperscale data centres are cooled and engineered today.
"The culture in our business captures this unique skill set and is scaled through to our engineering, operations, and manufacturing teams to keep up with the explosive growth of cloud providers. Johnson Controls shares our vision to scale as a data centre platform business, which will enable us to serve our partners globally."
Silent-Aire is headquartered in Edmonton, Alberta and has approximately 3,000 employees globally.
Silent-Aire co-CEO, Dan Leckelt, said sustainability has been a major focus while growing the family business.
"Maintaining our growth to match our customers' demands has taken us from 30 employees to 3,000 over this period," Leckelt said.
"Through this growth, our global expansion to Europe provided a glimpse of the opportunity the rest of the world has to offer. As a measure of continuing long-term sustainability for our customers and employees; while pushing technological advances fostering environmental excellence, a partnership with Johnson Controls Inc. provides Silent-Aire the best opportunity to succeed."
Subject to the receipt of regulatory approval and customary closing conditions, the transaction is expected to close in the fiscal third quarter of 2021.