By
Vito J. Racanelli | Barron's | May 21, 2016
The market is underestimating the likely positive developments of JCI’s spinoff of its automotive interiors division.
Since last June’s announcement by Johnson Controls (JCI) that it would spin off its automotive interiors division into a separately traded company, its shares have fallen 18% to $42.93. The market is down 2% over the same period. The Milwaukee-based industrial giant plans to distribute one Adient share, as the unit is called (with a ticker ADNT ), for every 10 JCI shares by Oct. 31, 2016.Studies show spinoffs typically lead to a significant rise in the aggregate value of the two resulting companies’ shares compared to the market value of the combined company. In other words, the sum of the parts is often worth more than the whole. That’s because after a spinoff, managers in each firm improve capital allocation and focus on their respective businesses’ strengths.

JCI, a global leader in building heating and cooling systems, battery technology, and automotive interiors, has seen its stock dented by slowing economic conditions in China, Europe, and South America. Yet the strong dollar was a big reason why fiscal 2015 sales fell 4% to $37.2 billion. Currency-adjusted, sales would have risen about 5%. The currency pain should roll out of quarterly comparisons over the next 12 months. Moreover, a JCI combined with Tyco and without its automotive interiors business should be even more dominant in buildings systems.
Annual merger synergies of $650 million are expected within three years, including $150 million from lower taxes, since Tyco is Ireland-based and the merged company will be domiciled there.
JCI is strong in the Americas and Asia, while Tyco is a leader in Europe, and cross-selling opportunities should help operating margins rise, along with cost savings, says a recent report from Spin-Off Research, which has a Buy rating on JCI and a $48 valuation—$8 for Adient and $40 for the combined JCI-Tyco.
Adient provides about half of current JCI sales. But once Adient—with 5.8% margins in fiscal 2015, the lowest of the three businesses—is removed, the 8% margin of building systems and 17% at the batteries division will shine through. Corporate-wide margins should go from less than 9% to 12%, post spinoff. Tyco’s margins run 11% to 12%.
As that becomes clear, JCI’s valuation could approach its long term average price/earnings ratio of 14 times. Currently, JCI trades at 11 times consensus fiscal-year 2016 earnings-per-share estimates of $3.91, excluding Tyco. Spin-Off Research values JCI at about $40, or 14.5 times its FY2017 EPS of $2.78, including Tyco but excluding Adient.
Adient has said margins should rise to 6.8% to 7%, and Spin-Off values its stock at $8, using a P/E of 10 times EPS of 82 cents in fiscal 2017. Adient’s value plus payout could bring total return near $50 per share. JCI has said it should be able to at least maintain the current annual $1.16 dividend.
Some believe the merger might face extra scrutiny from the Obama Administration, which has been tightening rules on inversions. Jeff Hood, a managing partner at VogelHood Research, a policy research outfit in Washington, D.C., says the government is unlikely to oppose it. This is a merger with little business overlap that makes industrial business sense—and isn’t just driven by tax savings, he says.
The distribution of Adient shares, as a foreign-domiciled London firm, to JCI shareholders will be taxable, so the return to a U.S.-based shareholders could be a few percentage points lower.
JCI has a strong track record of growing profitability, a good balance sheet, and dividend growth of 14% over the last five years. These changes should make JCI shares attractive for the long-term oriented investor.
The distribution of Adient shares, as a foreign-domiciled London firm, to JCI shareholders will be taxable, so the return to a U.S.-based shareholders could be a few percentage points lower.
JCI has a strong track record of growing profitability, a good balance sheet, and dividend growth of 14% over the last five years. These changes should make JCI shares attractive for the long-term oriented investor.
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Johnson Controls Looks Cheap