Johnson Controls Agreed To Sell Its Residential And Light Commercial HVAC Business, Including Its North America Ducted Business And 60% Stake In The Johnson Controls-Hitachi Air Conditioning Joint Venture, To Robert Bosch GmbH For ~$8.1B In Cash, With...
Johnson Controls Agreed To Sell Its Residential And Light Commercial HVAC Business, Including Its North America Ducted Business And 60% Stake In The Johnson Controls-Hitachi Air Conditioning Joint Venture, To Robert Bosch GmbH For ~$8.1B In Cash, With...
Johnson Controls Agreed To Sell Its Residential And Light Commercial HVAC Business, Including Its North America Ducted Business And 60% Stake In The Johnson Controls-Hitachi Air Conditioning Joint Venture, To Robert Bosch GmbH For ~$8.1B In Cash, With Johnson Controls Receiving About $6.7B, Subject To Adjustments, Plus The Assumption Of Certain Liabilities, While Hitachi Sells Its 40% Interest In The Joint Venture And Acquires Specific Assets As Part Of The Deal.
江森自控同意將其住宅和輕商業HVAC業務出售給羅伯特博世有限公司，包括其北美住戶管道業務和江森控股日立空調合資公司60%的股權，交易總價約爲810億美元，江森自控將獲得約67億美元現金收入，受到特定負債承擔的影響，而日立將出售其在合資公司中的40%權益並作爲交易的一部分收購特定資產。
On July 23, 2024, Johnson Controls International plc (the "Company" or "Johnson Controls") entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with Robert Bosch GmbH, a Gesellschaft mit beschränkter Haftung ("Purchaser"). Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Company has agreed to sell, and Purchaser has agreed to acquire, the Company's Residential and Light Commercial HVAC business (the "Business"), including the Company's North America Ducted business and Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd. ("JCH"), the Company's global Residential joint venture with Hitachi Global Life Solutions, Inc. ("Hitachi"), of which the Company owns 60% and Hitachi owns 40%. The total consideration payable by Purchaser to the Company and Hitachi is equal to approximately $8.1 billion in cash, and the Company's portion of the aggregate consideration is approximately $6.7 billion in cash (the "Purchase Price"), in each case, subject to adjustment, plus the assumption by Purchaser or its affiliates of certain liabilities of the Business specified in the Purchase Agreement. In connection with the transaction, Hitachi has agreed to sell to Purchaser its 40% interest in JCH (the "JCH Stock Sale"), and the parties have agreed to transfer to Hitachi certain of JCH's ductless HVAC assets located in Shimizu, Japan (the "Shimizu Sale").
2024年7月23日，Johnson Controls International plc（公司或Johnson Controls）與Robert Bosch GmbH簽訂了股份和資產購買協議（購買協議）。根據購買協議的條款和條件，公司同意出售業務（業務），包括北美住宅通風管道業務和Johnson Controls-Hitachi Air Conditioning Holding（UK）Ltd。（JCH）和Hitachi Global Life Solutions，Inc。（Hitachi）全球住宅合資公司的60%股權，總對價約810億美元現金，公司的總現金收入約爲67億美元購買價格，受到調整的影響，再加上購買方或其關聯方在購買協議中規定的業務特定負債的承擔。在交易中，日立同意將其在JCH中的40%權益出售給購買方（JCH股份出售），各方已同意將位於日本清水的JCH無管道HVAC資產的一些部分轉讓給日立（清水出售）。
As described in greater detail in the Purchase Agreement, the Purchase Price will be (i) increased or decreased to the extent the Working Capital (as defined in the Purchase Agreement) of the Business as of the closing of the transactions contemplated by the Purchase Agreement (the "Closing") is higher or lower than a specified target amount, (ii) decreased by the amount of any Funded Debt (as defined in the Purchase Agreement) as of the Closing, (iii) increased by the amount of any Cash Amounts (as defined in the Purchase Agreement), (iv) increased by the prorated amount of the purchase price for the Shimizu Sale and (v) decreased by the amount of any Transaction Expenses (as defined in the Purchase Agreement).
如購買協議中更詳細地描述，購買價格將根據以下情況進行計算：（i）如交易結束（即交割）時業務的營運資本（購買協議中定義）高於或低於指定的目標金額，則增加或減少（ii）減少到交割時有擔保債務（購買協議中定義）的金額（iii）增加現金金額的金額（購買協議中定義）（iv）增加清水出售的購買價格的比例，以及（v）減少交易費用（購買協議中定義）的金額。
譯文內容由第三人軟體翻譯。