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Johnson Controls to Sell Residential and Light Commercial HVAC Businesses
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Johnson Controls International plc (NYSE: JCI) (“Johnson Controls” or the “Company”), the global leader in smart, healthy, safe and sustainable buildings, today announced it has reached a definitive agreement to sell its Residential and Light Commercial (R&LC) HVAC business in an all-cash transaction to the Bosch Group (“Bosch”). The transaction includes the North America Ducted business and global Residential joint venture with Hitachi, Ltd. (“Hitachi”), of which Johnson Controls owns 60% and Hitachi owns 40%. The total transaction is valued at $8.1 billion, and the Company’s portion of the consideration is approximately $6.7 billion. As part of the transaction, Hitachi will retain certain ductless HVAC assets located in Shimizu, Japan.
Following the close of the transaction, the Johnson Controls portfolio will be substantially simplified with enhanced strategic focus, aligned with the Company’s objective to be a pure-play provider of comprehensive solutions for commercial buildings. Johnson Controls delivers a unique value proposition to customers, with its unmatched service and digital offerings that improve commercial building efficiency and reduce operational costs through its OpenBlue digital platform. The transaction represents a significant portion of the Company’s previously announced strategic evaluation of non-core product lines.
“We are pleased to have reached this pivotal milestone, which accelerates our transformation and positions Johnson Controls as a simpler, higher-growth company,” said Johnson Controls Chairman and CEO George Oliver. “Johnson Controls is already benefiting from our transformation, which enables the unparalleled value proposition we provide to customers, and exposure to rapidly accelerating demand in the data center market and other key macro-economic tailwinds. We believe Johnson Controls is well-positioned for its next phase of growth to deliver enhanced, long-term value to shareholders.”
Johnson Controls’ R&LC HVAC business, which is reported in the Global Products segment, engineers and manufactures ducted and ductless HVAC equipment and components globally for both residential and light commercial applications. In fiscal 2023, the R&LC HVAC business generated approximately $4.5 billion in consolidated revenue. Following the close of the transaction, the R&LC HVAC business will continue to provide residential and light commercial HVAC products under the York and Hitachi brands as well as Coleman, Champion, Luxaire, Guardian, Evcon, TempMaster and others.
Christian Fischer, the deputy chairman of the board of management of Robert Bosch GmbH, said: “Johnson Controls’ Residential & Light Commercial business has a consistent track record of excellence within the HVAC industry. Together with our future colleagues in the acquired business, we want to seize the huge opportunities offered by the market for the further growth of this new unit. The acquired entities will strengthen Bosch’s Home Comfort Group in an extremely attractive segment and will become part of the Bosch core business.”
Transaction Details and Use of Proceeds
The total consideration of approximately $6.7 billion to Johnson Controls includes approximately $4.6 billion for its North America Ducted business representing a multiple of 16.7x fiscal 2023 EBITDA and includes approximately $2.1 billion for its interest in the Johnson Controls-Hitachi Air Conditioning joint venture representing a multiple of 7.5x fiscal 2023 EBITDA. The transaction is expected to be accretive to profit margins adjusted for the impact of equity income.
Net cash proceeds to Johnson Controls is expected to be approximately $5.0 billion after tax and transaction-related expenses.
Consistent with its capital allocation policy, Johnson Controls expects to pay down debt to the extent required to retain its investment grade rating with the remaining proceeds available to be returned to shareholders.
In conjunction with its ongoing transformation and this transaction, the Company has begun working on a comprehensive restructuring plan to minimize dilution post-close. The plan will utilize the work that has been done on functionalization over the past few quarters and leveraging a more streamlined business model focused on growing the Company’s commercial buildings solutions franchise.
The transaction is expected to close in approximately 12 months, subject to required regulatory approvals and other customary closing conditions. The Company expects to report the operating results of the R&LC HVAC business in discontinued operations beginning in the fourth fiscal quarter of 2024.
Johnson Controls Fiscal Q3 2024 Earnings Update
Johnson Controls expects 2024 third fiscal quarter adjusted earnings per share to be slightly ahead of its previously issued guidance range. The Company will report third fiscal quarter earnings on July 31, 2024.
Advisors
Centerview Partners and Citi served as financial advisors to Johnson Controls, Simpson Thacher served as legal advisor, and Joele Frank served as investor relations advisor.
Preliminary Information
Information concerning 2024 third fiscal quarter adjusted earnings per share presented in this press release is preliminary and may change. Johnson Controls financial closing procedures with respect to the preliminary financial information provided in this press release is not yet complete, and as a result, Johnson Controls final adjusted earnings per share may vary materially from the preliminary outlook included in this press release. Johnson Controls undertakes no obligation to update or supplement the information provided in this press release until Johnson Controls releases its financial statements for the three and nine months ended June 30, 2024. The preliminary adjusted earnings per share outlook included in this press release reflects Johnson Controls current estimates based on information available as of the date of this press release and has been prepared by management. This preliminary outlook should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and is not necessarily indicative of the results to be achieved for any future periods. This preliminary outlook could be impacted by the effects of financial closing procedures, final adjustments, and other developments.
Non-GAAP Financial Information
This press release contains disclosures regarding adjusted earnings per share, which is a non-GAAP performance measure. Management believes that adjusted earnings per share is useful to investors in understanding period-over-period operating results and business trends of Johnson Controls. Management may also use adjusted earnings per share as a guide in forecasting, budgeting and long-term planning processes and for compensation purposes. Adjusted earnings per share should be considered in addition to, and not as replacements for, GAAP EPS the most comparable GAAP measure.
Johnson Controls International plc Cautionary Statement Regarding Forward-Looking Statements
Johnson Controls International plc has made statements in this press release that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, among other things, statements relating to the sale of the RL&C business, the satisfaction of closing conditions and the likelihood of consummation of the transaction, the expected time period to consummate the transaction, the anticipated benefits of the transaction, Johnson Controls strategy, the anticipated use of proceeds from the transaction, Johnson Controls restructuring plans and Johnson Controls future financial performance. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Johnson Controls’ control, that could cause its actual results and performance, including the expected impact of the divestiture of the RL&C business, to differ materially from those expressed or implied by such forward-looking statements, include, among others, risks related to the ability to realize the anticipated benefits of the divestiture, including the possibility that expected benefits of portfolio simplification will not be realized or will not be realized within the expected time frame; delays in the closing of the transaction due to regulatory approvals or other closing conditions; unfavorable reaction to the divestiture by customers, competitors, suppliers and employees, disruption from the transaction, making it more difficult to maintain business and operational relationships; significant transaction costs; and other unknown liabilities.
Other factors that could cause Johnson Controls’ actual results to differ materially from those expressed include, among others, risks related to: Johnson Controls ability to develop or acquire new products and technologies that achieve market acceptance and meet applicable quality and regulatory requirements; the ability to manage general economic, business and capital market conditions, including the impact of recessions, economic downturns and global price inflation; fluctuations in the cost and availability of public and private financing for its customers; the ability to innovate and adapt to emerging technologies, ideas and trends in the marketplace, including the incorporation of technologies such as artificial intelligence; the ability to manage macroeconomic and geopolitical volatility, including shortages impacting the availability of raw materials and component products and the conflicts between Russia and Ukraine and Israel and Hamas; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, including business, service, or operational disruptions, the unauthorized access to or disclosure of data, financial loss, reputational damage, increased response and remediation costs, legal, and regulatory proceedings or other unfavorable outcomes; Johnson Controls ability to remediate its material weakness; maintaining and improving the capacity, reliability and security of Johnson Controls enterprise information technology infrastructure; the ability to manage the lifecycle cybersecurity risk in the development, deployment and operation of Johnson Controls digital platforms and services; changes to laws or policies governing foreign trade, including economic sanctions, tariffs, foreign exchange and capital controls, import/export controls or other trade restrictions; fluctuations in currency exchange rates; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact Johnson Controls business operations or tax status; the ability to adapt to global climate change, climate change regulation and successfully meet Johnson Controls public sustainability commitments; risks and uncertainties related to the settlement with a nationwide class of public water systems concerning the use of AFFF; the outcome of litigation and governmental proceedings; the risk of infringement or expiration of intellectual property rights; Johnson Controls ability to manage disruptions caused by catastrophic or geopolitical events, such as natural disasters, armed conflict, political change, climate change, pandemics and outbreaks of contagious diseases and other adverse public health developments; the ability of Johnson Controls to drive organizational improvement; any delay or inability of Johnson Controls to realize the expected benefits and synergies of recent portfolio transactions; the ability to hire and retain senior management and other key personnel; the tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities associated with such transactions; labor shortages, work stoppages, union negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements. Investors are therefore cautioned not to place undue resilience on any forward- looking statements. A detailed discussion of risks related to Johnson Controls business is included in the section entitled “Risk Factors” in Johnson Controls Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC, which is available at www.sec.gov and www.johnsoncontrols.com under the “Investors” tab. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this press release are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this press release.
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QingSong Health Chairman Speaks at Global Ethics Forum in Geneva: Advancing Ethical Leadership in Healthcare
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At the Global Ethics Forum, a leading platform that convenes stakeholders from various sectors to discuss peace, sustainability, and ethical leadership, the Chairman of QingSong Health, China’s premier healthcare solutions technology platform, delivered a compelling keynote address. The Forum serves as a multisectoral space for dialogue among institutions, policymakers, and experts, aimed at envisioning a future that emphasizes ethical engagement for better global outcomes.
Founded in 2014, QingSong Health is dedicated to providing integrated healthcare solutions in China, serving over 30 million families. The platform combines health education, advanced technologies, and effective health management to offer a comprehensive range of services, including health consultations, disease prevention, and rehabilitation care.
In her address, the Chairman shared three key insights on the role of Artificial Intelligence (AI) in healthcare:
AI as a Bridge Builder: The Chairman underscored AI’s role in enhancing access to healthcare, noting a staggering growth of over 200% in telemedicine consultations globally. This surge connects individuals to specialized medical expertise, addressing disparities in access to care. QingSong Health’s AI tool, Dr. GPT, exemplifies this innovation by efficiently handling inquiries about 3,800 common diseases, ensuring that critical health information is readily accessible to all users.
AI in Prevention: She stressed the importance of AI-driven early intervention, which can reduce healthcare costs by up to 30% while significantly improving patient outcomes. By integrating traditional healthcare wisdom with cutting-edge technology, QingSong Health’s innovative health detectors empower individuals to engage in proactive wellness and preventive care, ultimately aiming to avert health issues before they arise.
Ethical AI:The Chairman highlighted that ethical considerations are paramount in AI development. Guided by Confucian values that emphasize empathy and respect for human dignity, QingSong Health is committed to creating AI solutions that protect privacy and promote ethical standards. The company collaborates with Globethics to advocate for the responsible use of AI in healthcare, ensuring alignment with global best practices for ethical engagement.
In conclusion, the Chairman asserted that “AI offers a pathway to a healthier future, bridging healthcare gaps while reinforcing ethical standards.” She called on global leaders to foster ongoing dialogue inspired by the Global Ethics Forum’s emphasis on inclusive engagement and sustainable development, urging them to work collaboratively towards a brighter future for all.
SOURCE Qingsong Health Corporation
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ATFX Ranks 4th Globally in Q2 2024 Trading Volume with a Remarkable 43.75% Year-Over-Year Growth
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Recently, one of the most respected media firms in the financial services industry, Finance Magnates released its latest data report for the Q2 2024, showing ATFX achieved an impressive global ranking of 4th in trading volume on the MT4/MT5 platforms, with a total volume reaching $765.1 billion. This milestone underscores ATFX’s strong competitive edge in the global financial markets and highlights significant growth in trading activity.
Compared to the previous quarter, ATFX’s trading volume in Q2 2024 saw a significant increase of 22.45%, and an astonishing 43.75% year-on-year growth. These impressive growth rates are not only a solid foundation for the company’s continued success but also a vivid reflection of its expanding business footprint and growing market influence.
Breaking down the product trends, the precious metals category grew by 26.2% compared to Q1 2024 and 79.2% compared to Q2 2023. The indices category saw a 99.38% increase compared to Q1 2024 and a 14.58% increase compared to Q2 2023. The stocks category experienced a staggering 457.82% growth compared to Q1 2024 and a 167.89% increase compared to Q2 2023. The energy category grew by 23.03% compared to Q1 2024, among others.
For a long time, ATFX’s trading volume has consistently ranked among the top ten globally, a testament to the brand’s strength and market competitiveness. This outstanding achievement also reflects our years of deep cultivation in the financial market, through building an integrated model of investment education, services, and tools to serve global clients. Looking ahead, ATFX will continue to prioritize customer needs, providing comprehensive and high-quality trading support services.
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New US Consensus Report supports Nevisense
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SciBase Holding AB (“SciBase”) (STO: SCIB), pioneering prevention and prediction in dermatology announces that key US clinicians and scientists reached consensus on Nevisense and how it can significantly enhance the diagnostic assessment and clinical decision-making for early melanoma at point of care. Nevisense is an AI-driven, non-invasive technology, and the only FDA-approved device for early skin cancer detection.
The consensus report evaluated several technologies for melanoma diagnosis and supports the use of Nevisense for its ability to significantly enhance clinician’s diagnostic assessment of atypical moles by non-invasively providing them with critical information at point of care. The report was published in the Journal of Drugs in Dermatology (JDD) – a peer-reviewed, dermatology journal. The report co-authors included top US clinicians such as Seemal R. Desai, MD, Keyvan Nouri, MD, Aaron S. Farberg, MD, Gary Goldenberg, MD, Mark Lebwohl, MD, and Darrell Rigel, MD, MS, Brian Berman, MD, PhD, Brad Glick, DO, MPH, Mark Nestor, MD, PhD, MBA, and Theodore Rosen, MD.
“I am so excited that this renowned panel of leading dermatologists has endorsed Nevisense as an important tool for early detection of melanoma. This is a significant step forward for SciBase in our US commercialization process,” says Pia Renaudin, CEO of SciBase.
“Melanoma is one of the top 5 most common cancers in the US and is the main cause of skin cancer deaths in the United States. Early detection is critical to survival and one of the few ways to improve clinical outcomes for patients. With melanoma, timing and the earliest detection possible can make a significant positive impact on survival rates and outcomes. For these reasons, we as clinicians can provide our patients with AI-powered Nevisense, which is an advanced technology that enhances early detection while easily integrating at the point-of-care,” said Dr. Darrell Rigel, board-certified dermatologist, Clinical Professor of Dermatology Ronald O. Perelman Department of Dermatology, NYU Grossman School of Medicine, Adjunct Professor, UT Southwestern Medical School, Consultant Dermatologist, Cooper Clinic. Dr. Rigel served as President of the American Academy of Dermatology, the American Academy of Dermatology Association, the American Society for Dermatologic Surgery and the American Dermatological Association, as a Director of the American Board of Dermatology, and is the current Chair of SkinPAC (the American Academy of Dermatology Association’s political action committee).
“Nevisense is a powerful combination of human intelligence and artificial intelligence working together to improve clinical outcomes. At Goldenberg Dermatology, we strive to provide our patients with the highest standard of care with the most advanced technology. Nevisense helps clinicians identify more atypical pigmented skin lesions, which in turn helps increase detection rates. The clinically proven and validated science, and ease of practical integration were all key to reaching consensus,” said Dr. Gary Goldenberg, board certified dermatologist and dermatopathologist, CEO and founder of Goldenberg Dermatology PC, and Assistant Clinical Professor of Dermatology at the Icahn School of Medicine at Mount Sinai Hospital in New York City.
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