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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Veralto Acquires TraceGains