Madison Air Solutions Corporation has entered into a definitive agreement to acquire German airflow technology leader eb

Madison Air Solutions Corporation (NYSE: MAIR), a global provider of air quality solutions, announced it has signed a definitive agreement to acquire ebm-papst for an enterprise purchase price of $5.4 billion, or $5.0 billion net of future tax savings. This effective price represents 14.6 times ebm-papst's forecasted 2026 adjusted EBITDA, or 10 times when including estimated run-rate synergies. The figures assume an exchange rate of 1 EUR to 1.14 USD, with tax savings calculated based on the net present value of expected intangible asset amortization over 15 years post-closing.

Founded in 1963 and headquartered in Mulfingen, Germany, ebm-papst is a leading supplier of high-performance airflow technology and integrated electronically commutated fan and motor systems, with over 250 million fans installed globally. Operating in roughly 40 countries, the company serves a diversified customer base and is projected to generate approximately $2.8 billion in revenue and $343 million in adjusted EBITDA in 2026. Its engineered products are typically specified early in HVAC/R design processes to improve energy efficiency, reliability, and lifecycle costs in mission-critical applications.

Jill Wyant, President and CEO of Madison Air, stated, "We're excited about the opportunities this acquisition creates for our customers, employees and shareholders as Madison Air continues to expand our ability to deliver Return on Air and strengthen our position in attractive, growing markets." She added that as a longstanding customer, Madison Air deeply appreciates ebm-papst's integrated technology, custom engineering expertise, and talented team. Wyant emphasized that "Fans enable the airflow performance our customers depend on every day. By combining ebm-papst's differentiated technology with Madison Air's application expertise, trusted customer relationships and proven operating model, we will help more customers improve uptime, efficiency, compliance and productivity in mission-critical environments. The acquisition nearly doubles our addressable market, broadens our aftermarket and services opportunity, and further strengthens our long-term growth profile. Together, we are confident we can accelerate growth, enhance performance and create significant long-term value for shareholders."

Larry Gies, Chairman of the Board and Founder of Madison Air, said, "Madison Air was founded on the belief that business can be one of the most powerful forces for good, particularly when we help people live safer, healthier and more productive lives through the power of better air." He described adding ebm-papst as a natural extension of that purpose and expressed tremendous confidence in Wyant and her team, noting, "The Board of Directors and I have tremendous confidence in Jill and her team and believe this combination will make Madison Air a stronger company capable of serving more customers, pursuing a larger opportunity and creating enduring value for many years to come." Klaus Geiβdörfer, CEO of ebm-papst, added, "Since our founding more than six decades ago, ebm-papst has built a reputation on engineering excellence, innovation and earning the trust of our customers. Madison Air shares that philosophy and has demonstrated a long-term commitment to supporting entrepreneurial businesses. We are excited to join an organization that values our people, our culture and our technology, and we look forward to what we can accomplish together."

Madison Air plans to fund the transaction using cash on hand combined with debt and equity financing. The company expects pro forma net leverage of less than 4.0x at closing, with a goal to reduce net leverage to approximately 2.5x on a trailing twelve-month basis within two years. In connection with the sale and purchase agreement, Madison Air secured a debt commitment letter from financing sources including fully underwritten commitments from UniCredit and Wells Fargo. These obligations are subject to customary conditions, but the acquisition itself is not subject to any financing condition. The transaction is anticipated to close around year end, pending required regulatory approvals and customary closing conditions.

Madison Air will host a conference call today at 8:30 a.m. Eastern Time to discuss the transaction, with a live webcast and replay available at https://investors.madisonair.com/events. An investor presentation has also been posted on the company's website at the same URL. Madison Air serves commercial and residential markets through brands including Addison, AprilAire, Big Ass Fans, Broan-NuTone, Nortek Air Solutions, Nortek Data Center Cooling, and Reznor. The press release notes that non-GAAP measures like Adjusted EBITDA are used for supplemental purposes and may differ from GAAP results. Additionally, ebm-papst's financial data follows German Commercial Code standards rather than U.S. GAAP, and readers are advised to consult advisors regarding potential differences.