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.

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LG Electronics (LG) is establishing a global R&D triangle connecting North America, Europe and Asia to lead the global heat pump market and secure next-generation heat pumps specifically designed for cold climate zones. The company aims to develop regionally specialized core technologies optimized for the cold climate of Northern Europe through the establishment of the European Consortium for Advanced Heat Pump Research (ECAHR).
 
After establishing the LG Advanced Cold Climate Heat Pump Laboratory in Alaska last year, the company plans to intensify its efforts to enhance the efficiency of its Heating, Ventilation, and Air Conditioning (HVAC) products in low-temperature climates. This collaboration with leading European universities follows that. In August, LG will collaborate with a prestigious Chinese university to conduct further research on cold climate heat pumps in Harbin.

LG inaugurated the consortium on June 18th through a formal signing ceremony held at the main auditorium of Oslo Metropolitan University in Norway. Members of this group include the Norwegian University of Science and Technology (Norges Teknisk-Naturvitenskapelige Universitet), Oslo Metropolitan University, and the University of Naples Federico II, which is an Italian institution that actively conducts research on HVAC systems in cold climates.

During the winter of this year, Northern Europe experienced record-breaking cold weather, with temperatures dropping below minus 40 degrees Celsius. In these regions, achieving high heating efficiency is challenging due to the difficulty of compressing refrigerants at lower pressures. To address this, LG established a consortium to develop heat pumps that deliver top-tier heating performance even in extreme cold conditions.
 
Furthermore, the company is looking to enhance its core technologies to lead global electrification efforts and expand supplemental heating availability in Europe.
 
In 2022, the EU launched the REPowerEU plan, aiming to reduce dependence on Russian fossil fuels and expand new and renewable energy sources by 2030. As a result, the demand for high-efficiency electric appliances and heat pump heating and cooling systems has surged across Europe, fueling efforts to lower energy consumption and achieve carbon neutrality.
 
What’s more, LG is in the process of establishing a comprehensive local operation system for its HVAC business, which is expected to drive growth in its business-to-business (B2B) operations. The system covers all stages locally, from research and development to sales, maintenance and operations.
 
In the announcement of LG’s Future Vision 2030 last year, CEO William Cho highlighted B2B capability enhancement as one of three major growth factors. Aligning with this vision, the HVAC business has set an ambitious goal to more than double its sales by 2030 and become a top-tier global heating and cooling company.
 
“We aim to expand our presence around the world by developing next-generation heat pump technology tailored to the diverse climate conditions of each region,” said James Lee, head of the Air Solution Business Unit at LG Electronics Home Appliance & Air Solution Company. “We will continue to expand our footprint in the global market, adding value to drive growth in our HVAC business.”

Venkat

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