ADENTRA Inc. makes bold acquisition: Woolf Distributing Company joins the ranks

ADENTRA Inc. (TSX: ADEN) has announced a strategic acquisition that will reshape its position in the architectural building products sector. The company’s wholly owned subsidiary has completed the purchase of substantially all assets from Woolf Distributing Company, Inc., along with assuming certain working capital liabilities. This deal marks a significant expansion of ADENTRA’s operations and product offerings, positioning it for substantial growth.

Groundbreaking deal boosts ADENTRA’s market presence

Rob Brown, President and Chief Executive Officer of ADENTRA, expressed enthusiasm about the acquisition, highlighting Woolf’s role in enhancing the company’s geographic footprint and product portfolio. The addition of Woolf’s millwork locations in the US Midwest and its specialty products in outdoor living categories will deepen ADENTRA’s access to the Pro Dealer customer channel. This channel is expected to drive multi-year demand fueled by favorable market conditions, including low existing home inventories, strong home equity levels, and an aging US housing stock.

Brown underscored ADENTRA’s commitment to its Destination 2028 goals, which include reaching US$3.5 billion in annual run-rate sales through both organic growth and strategic acquisitions. With the Woolf acquisition, ADENTRA is on track to meet its target of adding US$800 million in run-rate sales from acquisitions by 2028.

Financial details of the acquisition

The acquisition was completed for an upfront purchase price of US$130 million, financed through ADENTRA’s existing credit facilities. Additionally, there is an earn-out consideration of up to US$15 million, contingent upon achieving certain earnings performance targets in 2024, 2025, and 2026. If these targets are met, the effective valuation multiple will decrease, making the acquisition even more accretive. On a pre-synergy basis, the deal is expected to immediately enhance ADENTRA’s Adjusted EBITDA margin and deliver a high-single-digit accretion to adjusted basic earnings per share on a pro-forma basis.

Post-acquisition, ADENTRA will maintain strong capital access, with ample resources to pursue further opportunities in the fragmented architectural building products industry. Woolf Distributing Company, a value-added distributor based in Northern and Central Illinois and Northern Wisconsin, serves residential and commercial markets with its millwork products, including doors and related items, as well as specialty materials for outdoor living spaces.

Woolf’s role and future integration

Woolf’s robust customer base includes professional building materials dealers, distributors, millwork houses, and big box stores. The company, led by President and CEO Craig Steagall, will continue to operate under ADENTRA’s ownership. For the twelve months ending June 30, 2024, Woolf achieved US$164 million in sales, highlighting its significant contribution to ADENTRA’s expanding portfolio.

Expert analysis on the acquisition

Industry experts are optimistic about ADENTRA’s acquisition of Woolf Distributing Company, noting that the move aligns with broader trends in the architectural building products sector. The strategic expansion is expected to enhance ADENTRA’s market position and operational efficiency, while also positioning it for future growth opportunities. With Woolf’s strong customer service culture and extensive market reach, the acquisition is poised to deliver substantial benefits to both companies and their stakeholders.