Expands Ability to Help Ensure Safety, Traceability and Compliance in the Food and Beverage Industry, Aligns with Veralto’s Commitment to Safeguarding Water, Food and Essential Goods

WALTHAM, Mass., Oct. 7, 2024 /PRNewswire/ — Veralto Corporation (NYSE: VLTO) (the “Company”), a global leader in essential water and product quality solutions dedicated to Safeguarding the World’s Most Vital Resources™, announced that it has acquired the holding company that owns TraceGains for a purchase price of $350 million (subject to customary post-closing adjustments).

TraceGains is a leading provider of cloud-based software solutions that enable connected data and digital workflow management to help consumer brands meet increasingly stringent compliance and reporting regulations for food and beverage safety and traceability. Its solutions enable consumer brands to efficiently track ingredient inputs, monitor supplier quality and develop new products with greater safety and increased velocity. 

TraceGains is complementary to the Company’s Product Quality and Innovation (“PQI”) segment, specifically, its Esko-branded digital workflow solutions for packaging and label design. Synergies with Esko’s global customer base, direct sales channel, and the application of the Veralto Enterprise System represent key value creation levers the Company believes will accelerate TraceGains’ growth, expand its market presence, and improve its operating efficiency. 

“We believe the transition to digital workflow solutions in the food and beverage industry is poised for strong growth over the next decade. The acquisition of TraceGains, in combination with our Esko business, strategically expands our digital offering and provides us the opportunity to deliver greater value to consumer brands as they digitize critical workflows with connected data across new product development, compliance and packaging,” said Jennifer L. Honeycutt, Veralto’s President and Chief Executive Officer. “TraceGains’ purpose-built solutions, focused on increasing food safety, are complementary to our PQI product portfolio and squarely aligned with our purpose — Safeguarding the World’s Most Vital Resources™. And with a high level of recurring revenue, robust core sales growth and attractive gross margins, TraceGains strengthens the financial profile of our PQI segment. We are excited to welcome TraceGains associates to Veralto.”

TraceGains’ Chief Executive Officer, Gary Nowacki, said “We are proud of the networked ecosystem TraceGains has built for the food and beverage industry and the tremendous growth we have delivered. We believe joining Veralto and partnering with its Esko business creates a powerful combination of two brands with deep expertise in digital workstream solutions for consumer brands. Furthermore, it enhances TraceGains’ ability to more rapidly expand industry use of our digital solutions that help customers increase transparency to ingredient inputs for food and beverage safety, speed up innovation of new recipes and significantly reduce time-to-market for new products.”

In 2024, TraceGains is expected to deliver just over $30 million in sales, with more than 95% of sales on a recurring basis, and a gross margin of approximately 80%. Since the beginning of 2022, TraceGains’ sales have grown at an average rate of greater than 20% on a year-over-year basis.

The acquisition was funded with cash on hand and is expected to deliver a double-digit return on invested capital, exceeding the Company’s weighted average cost of capital, in year 6.

Veralto’s management team will discuss this acquisition in more detail during its third quarter 2024 financial results conference call on Thursday, October 24, 2024. 

ABOUT VERALTO

With annual sales of $5 billion, Veralto is a global leader in essential technology solutions with a proven track record of solving some of the most complex challenges we face as a society. Our industry-leading companies with globally recognized brands are building on a long-established legacy of innovation and customer trust to create a safer, cleaner, more vibrant future. Headquartered in Waltham, Massachusetts, our global team of 16,000 associates is committed to making an enduring positive impact on our world and united by a powerful purpose: Safeguarding the World’s Most Vital Resources™.

ABOUT TRACEGAINS

For over 15 years, TraceGains’ solutions have empowered food and beverage stakeholders to build more transparent, efficient and interconnected supplier networks that deliver safer, more compliant products to customers in less time. Using the power of TraceGains’ differentiated network, global brands gain digital visibility to over 550,000 ingredients and items from more than 80,000 supply chain locations which provides greater speed and control over compliance, enhances new product development and increases go-to-market velocity.

USE OF NON-GAAP FINANCIAL INFORMATION

Veralto supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information, to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. References to the non-GAAP financial measure of return on invested capital refers to the gross purchase price of the acquisition divided by the net operating profit after taxes of the acquired business. The non-GAAP financial measure disclosed by Veralto in this press release should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

TRACEGAINS FINANCIAL INFORMATION

The financial information of TraceGains provided herein is unaudited and is derived from information provided to Veralto by TraceGains’ management in conjunction with due diligence procedures, with various Veralto management adjustments also reflected. This information has not been conformed to the accounting principles (GAAP) and accounting policies followed by Veralto. Further, the definitions of performance measures of the TraceGains’ business, such as sales, gross margin and operating profit, may not align with the definition of Veralto.

FORWARD-LOOKING STATEMENTS

Certain statements in this release, including the statements regarding TraceGains’ future financial performance, the Company’s differentiation and positioning to continue delivering sustainable, long-term shareholder value and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are “forward-looking” statements within the meaning of the federal securities laws. All statements other than historical factual information are forward-looking statements, including, without limitation, statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, Veralto’s liquidity position or other financial measures; Veralto’s management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; the effects of the separation or the distribution on Veralto’s business; growth, declines and other trends in markets Veralto sells into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Veralto intends or believes will or may occur in the future. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2023 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

Investor Relations Contact:
Ryan Taylor
Vice President, Investor Relations
investors@veralto.com

Media Relations Contact:
Steve Field
Vice President, Communications
steve.field@veralto.com

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SOURCE Veralto

Partnership to improve service productivity and outcomes of care for Veterans

SANTA CLARA, Calif., Oct. 7, 2024 /PRNewswire/ — Glassbeam, Inc., a pioneer in predictive analytics for connected medical machines, announced it has signed an agreement The Department of Veterans Affairs (VA) Healthcare Technology Management (HTM) program office to expand the breadth of systems providing real-time data and predictive analytics.

Engineers within HTM and Glassbeam will utilize Glassbeams’ Service Analytics solution to connect systems, ingest log data and develop predictive signatures. The teams will partner to leverage the Simulation Learning, Education, and Research Network (SimLEARN) National Simulation Center to expand the portfolio of medical systems that can be monitored by Glassbeam’s technology. These capabilities increase equipment uptime and improve workforce efficiency by providing real-time data to service teams, resulting in improved patient care and clinical capacity.

“This partnership supports our efforts to provide superior support to the Veterans we serve, and aligns with our pursuit to provide a high technology training environment in support of VA medical centers across the country,” said Connor Walsh, Director, VHA Medical Device Networking and Cybersecurity Division. “The ability to monitor systems in real-time to anticipate service needs and leverage analytics to reduce downtime enables our mission of providing patient-focused technology.”

“We are proud to work with HTM in utilizing our technology to deliver actionable insights,” said Rich Jones, Glassbeam CEO. “Service Analytics provides a suite of applications to parse and interpret machine data, enabling improved diagnosis and issue resolution. We are committed to elevating equipment service from a break-fix model to a predictive service model in supporting the healthcare industry.”

About HTM and SimLEARN

The VHA HTM program office leverages the SimLEARN National Simulation Center to serve as an operational hub for coordination of national VHA clinical simulation activities.

The center provides an immersive testing environment for train-the-trainer activities and acts as the operational hub for coordination for national VHA clinical simulation activities in support of VA medical centers across the country. The facility provides a high-fidelity training environment by replicating actual patient treatment areas including an outpatient clinic setting, as well as an inpatient/hospital setting.

About Glassbeam

Glassbeam is a pioneer in predictive analytics for medical devices. Our solutions enable improved uptime, utilization, and productivity by providing actionable insights. Glassbeam’s cloud-based platform incorporates proprietary SPL and ML/AI pipeline to achieve tangible outcomes for organizations such as Canon Medical Systems USA, MultiCare Health System, Brown’s Medical Imaging, Renovo Solutions, Agiliti Health and Harris Health. For more information, visit www.glassbeam.com.

Clinsights™ is a trademark of Glassbeam.

Press Contact
Dave Ysseldyke
dave.ysseldyke@glassbeam.com

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SOURCE Glassbeam, Inc.

Transaction Follows Comprehensive Marketing Process, Culminating in Winning Offer From a Consortium Led by Mason Capital Management

HOUSTON, Oct. 7, 2024 /PRNewswire/ — McDermott International, Ltd (McDermott) today announced it has entered into an agreement to sell its CB&I storage business (CB&I) to a consortium of financial investors led by Mason Capital Management. Under the terms of the agreement, McDermott expects to receive $475 million of proceeds before taxes and transaction expenses. The transaction is expected to be completed in the fourth quarter.

The transaction is the culmination of a comprehensive marketing process during which McDermott received multiple bids from prospective buyers. Pursuant to the terms of McDermott’s credit agreement, proceeds from the sale will be used to repay CB&I’s existing term loan, cash collateralize certain McDermott letters of credit, and reduce an existing McDermott term loan.

“The significant interest expressed in our storage business is a direct reflection of its long history of providing customers world-class storage solutions and its bright future,” said Michael McKelvy, President and Chief Executive Officer of McDermott. “We believe this is the best transaction for our business, CB&I, its customers and employees.”

CB&I has a global footprint and is a leading designer and builder of storage facilities, tanks and terminals. It became part of McDermott in 2018 when the two companies combined. In 2023, McDermott completed actions to strengthen the storage business, including providing a dedicated capital structure.

“We look forward to the next chapter in our 130-year history,” said Mark Butts, Senior Vice President of CB&I. “The consortium represents a diverse group of shareholders who are familiar with our business and have long believed in and supported our strategy.”

“We are pleased to reach this agreement to acquire and serve as the future stewards of CB&I,” said Mike Martino, Managing Member and Principal of Mason. “We believe the Company has significant potential as a standalone enterprise, and we look forward to leveraging our experience successfully investing in industrial and engineering-focused businesses to improve the Company’s operations and support profitable, long-term growth.”

Goldman Sachs & Co. LLC is serving as the exclusive financial advisor for the transaction to McDermott. Kirkland & Ellis LLP is serving as legal counsel to McDermott. Citi is acting as exclusive financial advisor to Mason. Cadwalader, Wickersham & Taft LLP is serving as legal counsel to Mason Capital Management.

About McDermott
McDermott is a premier, fully integrated provider of engineering and construction solutions to the energy industry. Our customers trust our technology-driven approach engineered to responsibly harness and transform global energy resources into the products the world needs. From concept to decommissioning, McDermott’s innovative expertise and capabilities advance the next generation of global energy infrastructure—empowering a brighter, more sustainable future for us all. Operating in over 54 countries, McDermott’s locally-focused and globally-integrated resources include more than 30,000 employees, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world. To learn more, visit www.mcdermott.com.

About Mason Capital Management LLC
Mason Capital Management LLC is an absolute return focused investment firm that combines deep fundamental analysis with a hard catalyst. Founded in July 2000 by Ken Garschina and Mike Martino, Mason’s strategies range from event-driven investing to corporate carve-outs and control acquisitions.

About CB&I
CB&I is the world’s leading designer and builder of storage facilities, tanks, and terminals. With more than 60,000 structures completed throughout its 130-year history, CB&I has the global expertise and strategically located operations to provide its customers world-class storage solutions for even the most complex energy infrastructure projects. CB&I is a wholly owned unrestricted subsidiary of McDermott. To learn more, visit www.cbi.com.

Forward-Looking Statements

McDermott cautions that statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties. These forward-looking statements include, among other things, statements about the timing of closing and benefits to stakeholders of the transaction. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: adverse changes in the markets in which we operate or credit or capital markets; our inability to successfully execute on contracts in backlog; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts, contract cancellations, change orders and other modifications and actions by our customers and other business counterparties; changes in industry norms; risks associated with negotiating divestitures of assets with third parties; actions by lenders, other creditors, customers and other business counterparties of McDermott; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward-looking statements. This communication reflects the views of McDermott’s management as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.

Contacts:

For McDermott: 
Reba Reid
Senior Director, Global Communications and Marketing
rreid@McDermott.com

For Mason: 
Jonathan Gasthalter/Sam Fisher
Gasthalter & Co.
(212) 257-4170

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SOURCE McDermott International, Ltd