Pitch Best Deal 2023: Rexel acquires Wasco from Gilde Equity Management

Stem op deze deal via de stempagina: Mena.nl/genomineerden-best-deal-2023

Name of the deal: Rexel acquires Wasco from Gilde Equity Management
Date announced: 30-5-2023
Date closed: 1-9-2023
Published value: € 485 million
Buyer(s): Rexel
Target:  Wasco (Wasco Group B.V.)
Seller: Gilde Equity Management (“Gilde”) and Wasco’s management team

Involved firms and advisors

Involved firms and advisors buy side:
Financial advisor: Rothschild & Co
Legal advisor: NautaDutilh
Financial DD: Deloitte

Involved firms and advisors target:
Financial advisor: Jefferies 

Commercial VDD: Roland Berger
Digital and Tech VDD: Roland Berger

Financial DD: PwC 

Tax advisor: PwC

Legal factbook & advice on transaction documentation: Simmons & Simmons

ESG VDD: MJ Hudson

Involved firms and advisors sell side:

Sell-side advisor: Jefferies
Commercial VDD: Roland Berger
Digital and Tech VDD: Roland Berger
Financial DD: PwC
Tax advisor: PwC
Legal factbook & advice on transaction documentation: Simmons & Simmons

ESG VDD: MJ Hudson

Pitch

Brief description deal / Deal outline

Rexel has acquired 100% of the shares of Wasco for an enterprise value of EUR 485m. Wasco is a leading Dutch heating, ventilation, air-conditioning (“HVAC”) and sanitary distributor focused on the residential market. Wasco’s customers consist of plumbers and HVAC installers. Wasco operates 35 branches and 3 distribution centres and generates more EUR 540 million sales per year. Rexel is a listed French distributor with a strong presence in electrotechnical products. Rexel operates through a network of more than 1,900 branches in 21 countries. Rexel’s revenue in 2022 was EUR 18.7 billion.

Why should this deal win the Award for Best Deal 2023?

Please find our pitch for why Wasco should win the Award for Best Deal 2023 below.

Welcome to the World of Wasco: the key enabler of the Dutch energy transition!

Start of our journey

In 2019, a strategic collaboration was birthed when Gilde and Wasco’s leadership team joined hands to acquire Wasco from the US-listed wholesaler, Ferguson Plc. With shared determination, we embarked on a mission: to revolutionize Wasco from a traditional cash and carry plumbing wholesaler to the ultimate HVAC distribution authority, positioning it as the linchpin of the Dutch energy transition.

The Dutch energy transition

Since the 1960s, gas-fired systems have been the primary heating choice for Dutch households. Yet, as the urgency of the Paris Agreement looms, the Dutch government envisions a carbon-neutral residential landscape by 2050. In 2019, we saw the energy transition as an enormous task in which Wasco could play a vital role by fortifying installers with a full product range and superior services.

Wasco as a key enabler of the energy transition

So, off we went. Over the past four years, Wasco hasn’t just met its goals, it has surpassed them. Beyond becoming the premier HVAC distributor, Wasco has beaten its competition and emerged as a beacon for installers in the Dutch energy transition. Our team significantly expanded our product portfolio of energy transition-related items such as heat pumps, ventilation, and floor heating. In addition, we have relentlessly focused on boosting installer productivity. Through WasCollege, our specialized education hub, we offer unparalleled training and certification, preparing our partners for the next generation of sustainable HVAC solutions. Our suite of value-added services, ranging from prefabricated products and 24/7 on-site deliveries to expert consultations, empowers installers to be more efficient every day. The tangible results from the past 4 years speak for themselves:

• Fully organic sales growth from EUR 270m to more than EUR 540m (>15% CAGR).
• Fully organic EBITDA growth from EUR 14m to more than EUR 53m (>30% CAGR).
• E-commerce sales expanding from 40% to more than 60% of total sales (>20% CAGR).
• Expanding our total product range to more than 500,000 SKUs.

• Becoming the unmatched Spare Parts King with a 50% market share and more than 18,000 SKUs.
• Becoming the market leader in air-conditioning in the Netherlands.
• The establishment of a state-of-the-art distribution centre of more than 37,000m2 to continue future growth.

Together, Wasco and Rexel are a wholesale and distribution powerhouse

The energy transition, coupled with Wasco’s meteoric growth, heralds new challenges. Historically, Dutch homes separated heating and electricity, each with its own type of installer. Because of the energy transition and the shift from gas to electric heating, the domains of the plumber and the electrician are starting to merge. The combination of Wasco, the leading HVAC distributor, and Rexel, a global titan in electrical components, will form a wholesale and distribution powerhouse in the Netherlands for both domains. Rexel shares Wasco’s ambition to be a frontrunner in the energy transition. Their recent “Power up 2025” initiative, aimed at electrifying solutions for a sustainable future, aligns seamlessly with Wasco’s goals. As such, Wasco was sold to Rexel for EUR 485m in September 2023.

In Conclusion

Wasco has all the credentials to become the best deal of 2023. Wasco is a company that works every day on making one of our greatest challenges possible: the energy transition. Wasco has played an important role in this transition so far and through this deal Wasco has found the perfect partner to continue this journey towards the future.

Deal rationale:

The energy transition, along with Wasco’s remarkable growth, presents new challenges. Historically, Dutch households had separate systems for heating and electricity, each requiring a different type of installer. However, due to the energy transition and the shift from gas to electric heating, the roles of plumbers and electricians are beginning to overlap. The merger of Wasco, a prominent HVAC distributor, and Rexel, a global leader in electrical components, will create a dominant wholesale and distribution force in the Netherlands, covering both of these domains. Rexel shares Wasco’s ambition to be at the forefront of the energy transition. Their recent “Power up 2025” initiative, focused on electrifying sustainable solutions for the future, aligns seamlessly with Wasco’s objectives. Over the past four years, Wasco has played a pivotal role in driving the energy transition, and through this acquisition, it has found the ideal partner to continue this journey into the future.

What is the impact of this deal for the company?

Wasco has historically focused on the distribution of HVAC and sanitary products, while Rexel is a global distribution company with a strong presence in electrical product distribution. In the context of the ongoing energy transition, the HVAC and electrical domains are increasingly converging. With Rexel acquiring Wasco, several positive outcomes emerge. Firstly, Wasco stands to strengthen its position in the market, positioning itself better for the future. In addition, this acquisition provides Wasco with enhanced capabilities to service its customers and build upon its impressive track record of growth.

What is the impact of this deal for the direct stakeholders?

The impact of this deal is beneficial for all direct stakeholders. Wasco has historically focused on the distribution of HVAC and sanitary products, while Rexel is a global distribution company with a strong presence in electrical product distribution. In the context of the ongoing energy transition, the HVAC and electrical domains are increasingly converging.

With Rexel acquiring Wasco, several positive outcomes emerge. Firstly, Wasco stands to strengthen its position in the market, positioning itself better for the future. This acquisition provides Wasco with enhanced capabilities to service its customers and build upon its impressive track record of growth, which is advantageous for all its stakeholders including its employees, customers and suppliers.

Furthermore, the deal benefits Rexel as well. It allows Rexel to further expand its knowledge and expertise in the HVAC market and claim a leading position in the Netherlands.

In summary, the acquisition of Wasco by Rexel is a mutually beneficial arrangement that positions both companies for future success. It bolsters Wasco’s capabilities and growth prospects while providing Rexel with valuable insights and opportunities in the HVAC market, ultimately benefiting all the direct stakeholders involved.

What is the impact of this deal on society?

Rexel and Wasco are key enablers of the energy transition. By joining forces, both companies will be better able to service their customers, making them more efficient and more productive. As the number of installers is a bottleneck for the pace of the energy transition, making them more productive will help to accelerate the energy transition and reach the goal of the Dutch government to make all houses carbon neutral in 2050.

What was most complex about this deal?

The European HVAC market exhibits significant variations from one country to another. To illustrate this, in the Netherlands a big gas field was found in Groningen in 1959 which is why the majority of Dutch houses is heated by gas-fired systems. Due to the energy transition and the earthquakes in Groningen as a result of the gas production, Dutch houses are shifting from gas-fired heating to electrical heating systems like heat pumps. Just across the border, the German government had been encouraging people to transition from oil to gas-fired heating. It was therefore very important to outline the energy transition from a Dutch context.