Madison Air Solutions (MAIR) investor relations material

Deal rationale and strategic fit

• Acquisition nearly doubles the addressable market, expanding it by $30 billion to $70 billion, and accelerates strategy in high-growth, mission-critical, and performance-driven markets through complementary technology and global presence.

• Integrates differentiated EC fan and airflow technology, deepening vertical integration and expanding the technology portfolio with over 1,200 patents.

• Enhances customer value via earlier design engagement, cross-selling, lifecycle support, and expanded aftermarket and service opportunities.

• Strengthens position in mission-critical applications and increases exposure to energy efficiency, electrification, and smart building trends.

• Brings together complementary capabilities and cultures, supporting sustained growth and successful integration.

Financial terms and conditions

• Total enterprise value is $5.8 billion, with an effective purchase price of $5.0 billion net of tax savings; represents 14.6x 2026E adjusted EBITDA, or 10x including synergies.

• 100% cash consideration, funded by cash, debt, and equity, with committed financing and equity support.

• Pro forma net leverage expected to be less than 4x at close, targeting 2.5x within two years post-closing.

• ebm-papst projected to generate $2.8 billion revenue and $343 million adjusted EBITDA in 2026; financials are preliminary and unaudited under German HGB.

• Closing expected around year-end, subject to regulatory and customary approvals.

Synergies and expected cost savings

• $160 million in annual run-rate cost synergies targeted by year three post-close, with $40 million expected in the first year.

• $50 million in one-time costs to achieve total expected annual run-rate synergies.

• Synergies driven by direct materials, procurement, product optimization, OpEx leverage, and scale benefits.

• Additional commercial upside anticipated from channel leverage, cross-selling, aftermarket expansion, and 80/20 discipline.

• Growth opportunities expected through collaborative innovation and deeper customer relationships.