{"success":true,"data":{"pressRelease":{"id":"120259","rtpr_id":"nPn635LP3a","ticker":"MAIR","exchange":"NYSE","all_tickers":["MAIR"],"title":"Madison Air to Acquire ebm-papst, Expanding Return on Air™ Capabilities and Accelerating Durable Growth in Air Quality Solutions","author":"PR Newswire","published_at":"2026-08-17T10:57:00.020Z","article_body":"Madison Air to Acquire ebm-papst, Expanding Return on Air™ Capabilities and Accelerating Durable Growth in Air Quality Solutions\n\nPR Newswire\n\nCHICAGO, Aug. 17, 2026\n\n * Acquisition nearly doubles Madison Air's addressable market while vertically\nintegrating differentiated air flow technology and expanding commercial\nsegment, aftermarket and services opportunities\n * Reinforces the durability and resilience of Madison Air's long-term growth\nalgorithm through the addition of a high-quality business serving attractive,\nmission-critical air quality, cooling and industrial process applications\n * Transaction is expected to be accretive to adjusted earnings per share (EPS)\nin the first full year following closing, with anticipated annual run-rate\nsynergies of $160 million by year three and Madison Air's proven operating\nmodel driving margin expansion\nCHICAGO, Aug. 17, 2026 /PRNewswire/ -- Madison Air Solutions Corporation\n(NYSE: MAIR) (the \"Company\" or \"Madison Air\"), a global provider of air\nquality solutions, today announced it has entered into a definitive agreement\nto acquire ebm-papst at an enterprise purchase price of $5.4 billion, or $5.0\nbillion net of future tax savings(1) (\"effective enterprise purchase price\").\nThe effective enterprise purchase price represents 14.6x ebm-papst's\nforecasted 2026 adjusted EBITDA, or 10x including estimated run-rate\nsynergies.\n\nHeadquartered in Mulfingen, Germany and founded in 1963, ebm-papst is a\nleading global supplier of high-performance airflow technology and a pioneer\nin integrated electronically commutated (\"EC\") fan and motor systems, with\nmore than 250 million fans installed worldwide within its Air Technology\nbusiness. Its highly engineered products are specified early in the HVAC/R\ndesign process, helping customers improve energy efficiency, enhance\nreliability and reduce total lifecycle costs across mission-critical\napplications. Operating in approximately 40 countries, ebm-papst serves a\ndiversified global customer base and is expected to generate approximately\n$2.8 billion of revenue and approximately $343 million of adjusted EBITDA in\n2026.\n\n\"We're excited about the opportunities this acquisition creates for our\ncustomers, employees and shareholders as Madison Air continues to expand our\nability to deliver Return on Air and strengthen our position in attractive,\ngrowing markets,\" said Jill Wyant, President and CEO of Madison Air. \"As a\nlongstanding ebm-papst customer, we have a deep appreciation for its\nintegrated airflow technology, custom engineering expertise and talented team,\nwhich complement our expertise in mission-critical applications and market\nreach.\"\n\nMs. Wyant continued, \"Fans enable the airflow performance our customers depend\non every day. By combining ebm-papst's differentiated technology with Madison\nAir's application expertise, trusted customer relationships and proven\noperating model, we will help more customers improve uptime, efficiency,\ncompliance and productivity in mission-critical environments. The acquisition\nnearly doubles our addressable market, broadens our aftermarket and services\nopportunity, and further strengthens our long-term growth profile. Together,\nwe are confident we can accelerate growth, enhance performance and create\nsignificant long-term value for shareholders.\"\n\n\"Madison Air was founded on the belief that business can be one of the most\npowerful forces for good, particularly when we help people live safer,\nhealthier and more productive lives through the power of better air,\" said\nLarry Gies, Chairman of the Board and Founder of Madison Air. \"Adding\nebm-papst to the Madison Air portfolio is a natural extension of that purpose.\nThe Board of Directors and I have tremendous confidence in Jill and her team\nand believe this combination will make Madison Air a stronger company capable\nof serving more customers, pursuing a larger opportunity and creating enduring\nvalue for many years to come.\"\n\nKlaus Geiβdörfer, CEO of ebm-papst added, \"Since our founding more than six\ndecades ago, ebm-papst has built a reputation on engineering excellence,\ninnovation and earning the trust of our customers. Madison Air shares that\nphilosophy and has demonstrated a long-term commitment to supporting\nentrepreneurial businesses. We are excited to join an organization that values\nour people, our culture and our technology, and we look forward to what we can\naccomplish together.\"\n (_______________________________________\n 1) Figures assume an exchange rate of 1 EUR to 1.14 USD. Future tax savings\n based on the net present value of the expected amortization of intangible\n assets over 15 years after the closing.\n\nCompelling Strategic and Financial Rationale:\n\n * Deepens vertical integration and expands technology portfolio: The\nacquisition adds ebm-papst's integrated airflow technology, supported by more\nthan 1,200 patents, to Madison Air's portfolio and extends the Company's\ncapabilities across more of the air technology value chain. This will enable\nthe combined company to accelerate innovation and deliver more holistic\nsolutions throughout the full product lifecycle to solve complex air quality\nand energy efficiency challenges for customers in mission-critical\napplications.\n * Creates a more durable growth platform: The transaction adds approximately\n$30 billion to Madison Air's addressable market and broadens its commercial,\naftermarket and services opportunities through a larger installed base,\nbroader customer relationships and expanded channel presence.\n * Applies Madison Air's proven operating model to accelerate value creation and\ngenerate meaningful synergies: Madison Air expects to realize $160 million in\nannual run-rate cost synergies by year three, driven by its proven 80/20\noperating model, the combined company's scale, procurement savings and\noperational efficiencies. The combination also creates opportunities for\nadditional growth through cross-selling solutions, collaborative innovation\nand deeper customer relationships.\n * Brings together complementary capabilities and cultures: ebm-papst's\ntechnological leadership, commitment to innovation and pioneering digital\ncapabilities complement Madison Air's entrepreneurial culture, commercial\nreach and operational capabilities. Both companies share a long-term focus on\ndelivering differentiated air solutions for customers, providing a strong\nfoundation for successful integration and sustained growth.\n * Delivers accretion and compelling financial profile: The acquisition is\nexpected to be accretive to adjusted earnings per share (EPS) in the first\nfull year following closing, supported by strong free cash flow generation and\na disciplined path to deleveraging.\nTransaction Timing and Details\n\nThe effective enterprise purchase price is $5.0 billion.  Madison Air intends\nto fund the transaction through a combination of cash on hand and debt and\nequity financing. The Company expects pro forma net leverage of less than 4.0x\nat closing, with a target of reducing net leverage to approximately 2.5x on a\ntrailing 12-month basis within two years.\n\nIn connection with entry into the SPA, the Company received a debt commitment\nletter from certain financing sources, including fully underwritten financing\ncommitments from UniCredit and Wells Fargo for the debt portion of the\nacquisition financing (the \"Debt Commitment Letter\"). The obligations of these\nfinancing sources to provide debt financing under the Debt Commitment Letter\nare subject to a number of customary conditions. The Acquisition is not\nsubject to any financing condition.\n\nThe transaction is expected to close around year end, subject to receipt of\nrequired regulatory approvals and satisfaction of customary closing\nconditions.\n\nConference Call Details\n\nMadison Air will host a conference call at 8:30 a.m. (ET) today to discuss the\ntransaction. A live webcast and replay will be available at\nhttps://investors.madisonair.com/events\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4753355-1&h=2855759309&u=https%3A%2F%2Finvestors.madisonair.com%2Fevents&a=https%3A%2F%2Finvestors.madisonair.com%2Fevents)\n. In connection with this press release and conference call, the Company has\nposted an investor presentation on its website at\nhttps://investors.madisonair.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4753355-1&h=750638741&u=https%3A%2F%2Finvestors.madisonair.com%2F&a=https%3A%2F%2Finvestors.madisonair.com)\n.\n\nAbout Madison Air\n\nMadison Air (NYSE: MAIR) is an air quality solutions provider serving priority\ncommercial and residential markets. Through its portfolio of trusted brands,\nincluding Addison, AprilAire, Big Ass Fans, Broan-NuTone, Nortek Air\nSolutions, Nortek Data Center Cooling and Reznor, the Company helps customers\nimprove performance, protect critical assets and create healthier indoor\nenvironments. Madison Air's mission is to make the world safer, healthier and\nmore productive through the power of better air.\n\nNon-GAAP Measures\n\nThis press release (i) uses terms which are not generally used in\npresentations made in accordance with accounting principles generally accepted\nin the United States (\"GAAP\"), (ii) contains non-GAAP measures, including\nAdjusted EBITDA, (iii) uses terms which are not measures of financial\ncondition or profitability and (iv) contains terms which are unlikely to be\ncomparable to similar measures used by other companies in the Company's\nindustry.\n\nThe Company believes that non-GAAP financial information, when taken\ncollectively, may be helpful to investors because it provides consistency and\ncomparability with past financial performance and assists in comparisons with\nother companies, some of which use similar non-GAAP financial information to\nsupplement their GAAP results.\n\nThe non-GAAP financial information is presented for supplemental informational\npurposes only and should not be considered a substitute for financial\ninformation presented in accordance with GAAP and may be different from\nsimilarly titled non-GAAP measures used by other companies. Non-GAAP measures\nhave limitations as an analytical tool, and you should not consider these\nmeasures either in isolation or as a substitute for other methods of analyzing\nthe results as reported under GAAP. You are encouraged to exercise caution\nwhen evaluating non-GAAP measures presented herein. A reconciliation of the\nnon-GAAP measures to the most directly comparable GAAP financial measure can\nbe found at the end of this press release.\n\nHGB Financial Measures\n\nThe financial information relating to ebm-papst included herein has been\nprepared in accordance with accounting principles generally accepted in the\nFederal Republic of Germany as set forth in the German Commercial Code\n(Handelsgesetzbuch, \"HGB\") and has not been prepared in accordance with GAAP.\n\nHGB differs in certain material respects from GAAP. The Company has not\nattempted to quantify the impact of such differences on the financial data\nincluded herein, and readers are urged to consult their own advisors regarding\nsuch differences and their potential impact on the financial information\npresented. Accordingly, the financial information of ebm-papst presented\nherein may not be directly comparable to the financial information of the\nCompany or its other subsidiaries prepared in accordance with GAAP, and\nreaders should not rely on such information as though it were prepared on a\ncomparable basis.\n\nThe financial information presented herein is preliminary and unaudited and is\nsubject to change pending the completion of purchase price accounting,\naccounting policy alignment and the preparation of reconciliations from HGB to\nGAAP required in connection with the Company's reporting obligations under the\nSecurities Exchange Act of 1934, as amended (the \"Exchange Act\"). The Company\nexpects that the consolidated financial statements of the combined company\nwill reflect significant differences from the historical financial information\nof ebm-papst presented herein as a result of such reconciliations, purchase\nprice adjustments and other assumptions. Readers are cautioned not to place\nundue reliance on the preliminary financial information included herein.\n\nCautionary Language Concerning Forward-looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nSection 27A of the Securities Act and Section 21E of the Exchange Act. For\nthese statements, we claim the protections of the safe harbor for\nforward-looking statements contained in such Sections. The forward-looking\nstatements included herein are subject to risks and uncertainties. All\nstatements other than statements of historical fact are forward-looking\nstatements. Forward-looking statements give the Company's current expectations\nand projections relating to its financial condition, results of operations,\nplans, objectives, future performance and business. You can identify\nforward-looking statements by the fact that they do not relate strictly to\nhistorical or current facts. These statements may include words such as\n\"anticipate,\" \"estimate,\" \"expect,\" \"project,\" \"plan,\" \"intend,\" \"believe,\"\n\"may,\" \"will,\" \"should,\" \"can have,\" \"positions,\" \"likely,\" \"target,\" \"goal,\"\n\"strategy\" and other words and terms of similar meaning in connection with any\ndiscussion of the timing or nature of future operating or financial\nperformance or other events, including statements regarding the Company's\nexpectations, intentions or strategies regarding the Acquisition, the expected\nbenefits of the Acquisition, the anticipated timetable for completing the\nAcquisition, and the impact of the Acquisition on the Company's business and\nfuture financial condition and operating results.\n\nAll forward-looking statements are subject to risks and uncertainties that may\ncause actual results to differ materially from those that the Company\nexpected, including: uncertainties as to the timing of the Acquisition; the\nrisk that the Acquisition may not be completed in a timely manner or at all,\nwhich may adversely affect the Company's business; the failure to satisfy the\nClosing Conditions, including the receipt of required merger control\nclearances, foreign investment control clearances and European Commission\nclearance under the EU Foreign Subsidies Regulation; the occurrence of any\nevent, change or other circumstance or condition that could give rise to the\ntermination of the SPA, including in certain circumstances requiring the\nPurchaser to pay the Break Fee; the ability of the Company to obtain the\nnecessary financing arrangements, including under the Debt Commitment Letter\nand the Registered Equity Offering; the effect of the announcement or pendency\nof the Acquisition on the Company's business relationships, operating results\nand business generally; risks that the Acquisition may disrupt the Company's\ncurrent business plans and operations; the Company's ability to retain and\nhire key personnel in light of the Acquisition; risks related to diverting\nmanagement's attention from the Company's ongoing business operations;\nunexpected costs, charges or expenses resulting from the Acquisition;\npotential litigation relating to the Acquisition; the ability of the Company\nto successfully integrate the Group following the Closing and to achieve the\nanticipated benefits of the Acquisition, including estimated cost, operations,\ntax and commercial synergies, and the timeline to realize such benefits; the\neffects of the Acquisition on the Company's earnings, financial condition, net\nleverage ratio and credit ratings; the Company's estimates of the size of the\nmarkets it serves, including its total addressable market and the runway for\ngrowth in those markets, proving to be inaccurate; an inability to reduce or\neffectively manage its significant indebtedness and interest expense,\nincluding through any future financings or refinancings; a failure to develop\nand maintain effective internal control over financial reporting, including a\nfailure to design and implement sufficient controls to remediate its material\nweaknesses; the markets into which the Company sells its products and services\ndeclining, not growing as expected, experiencing cyclicality or shifting\ntowards products or services outside of its portfolio; changes in the general\neconomy, the housing market or other business conditions; difficulties\nexecuting, integrating or realizing expected benefits from acquisitions,\ndispositions or joint ventures, or exposure to unexpected liabilities from\nsuch transactions, including the Acquisition; the restrictions imposed on the\nCompany's ability to conduct primary follow-on equity offerings during the\ntwo-year period following its initial public offering and associated\nlimitations on its ability to raise equity capital to fund growth initiatives,\nacquisitions or other strategic opportunities; increasing competitive\npressures in the Company's industry and the markets in which it operates;\ndifficulties implementing the Company's 80/20 operating model or other\nstrategies intended to improve organic growth, including its artificial\nintelligence initiatives; an inability to demonstrate or communicate the\nbenefits of the Company's Return on Air value proposition; the loss of key\ncustomers; delays, failures or other challenges in developing and\ncommercializing new versions of the Company's products or new features and\naccessories; unsuccessful efforts to expand into adjacent markets; supply\nshortages, rising raw material or freight costs or disruptions in the\nCompany's distribution network; inconsistent practices, controls or\ndecision-making arising from the Company's decentralized organizational\nstructure; the incurrence of events causing an impairment of goodwill or other\nasset impairment charges; disruption of the Company's operations in its\nmanufacturing facilities, wholesale locations or key customer operations,\nincluding as a result of tariffs or other trade policies; failures to protect\nor defend the Company's intellectual property, including trade secrets or\nproprietary know-how, or infringement, misappropriation or other violations of\nothers' intellectual property; operational disruptions at manufacturing,\nwholesale, or key customer locations, as well as labor shortages, disruptions\nor challenges in attracting and retaining qualified personnel; geopolitical\nconflicts, cybersecurity attacks, natural disasters, climate change, weather\nand seasonality that disrupt operations or adversely impact demand; changes in\nor noncompliance with varying domestic and foreign laws, regulations or\ngovernment contracting requirements; warranty claims, product liability\nmatters, recall claims, litigation or other legal proceedings, including\nalleged intellectual property infringement claims; violations of\nenvironmental, health and safety laws and regulations; changes in government\nregulations, trade policies and tariffs; decisions made by the Company's\nfounder who controls the Company; and other factors disclosed in the section\nentitled \"Risk Factors\" of the Company's prospectus filed pursuant to Rule\n424(b)(4) with the SEC on April 17, 2026, as may be updated or supplemented by\nany subsequent filings with the SEC.\n\nThe Company derives many of its forward-looking statements from its operating\nbudgets and forecasts, which are based on many detailed assumptions. While the\nCompany believes that its assumptions are reasonable, it cautions that it is\nvery difficult to predict the impact of known factors, and it is impossible to\nanticipate all factors that could affect actual results. All forward-looking\nstatements attributable to the Company, or persons acting on its behalf, are\nexpressly qualified in their entirety by the foregoing cautionary statements,\nas well as other cautionary statements that are made from time to time in its\nother SEC filings and public communications. You should evaluate any\nforward-looking statements made in the context of these risks and\nuncertainties. We caution you that the important factors referenced above may\nnot contain all of the factors that are important to you. In addition, we\ncannot assure you that we will realize the results or developments we expect\nor anticipate or, even if substantially realized, that they will result in the\nconsequences or affect us or our operations in the way we expect. The\nforward-looking statements included in this press release are made only as of\nthe date hereof. We assume no obligation to update or revise any\nforward-looking statement, whether as a result of new information, future\nevents or otherwise, except as required by law.\n\nReconciliation of Forecasted EBITDA and Adjusted EBITDA ebm-papst\n\nThe following table reconciles Forecasted EBITDA and Adjusted EBITDA for\nebm-papst:\n                                                                          Forecasted (unaudited)\n (in millions)                                                            Twelve months ended\n                                                                          December 31, 2026\n Net sales                                                                $                   2,772\n\n Net Income                                                               130\n Income Tax Provision                                                     28\n Depreciation and Amortization                                            128\n EBITDA                                                                   286\n Adjustments:\n One-Time IT Costs(1)                                                     29\n One-Time Transformation Costs(2)                                         14\n Restructuring and Severance(3)                                           11\n Other (income) and expenses(4)                                           3\n Adjusted EBITDA                                                          $                     343\n Adjusted EBITDA Margin                                                   12 %\n Expected cost synergies by end of year three                             160\n Adjusted EBITDA, including expected cost synergies by end of year three  $                     503\n\n Note: The financial information relating to ebm-papst has been prepared in\n accordance with HGB and has not been prepared in accordance with GAAP. See the\n Disclaimer for additional details. Assumes an exchange rate of 1 EUR to 1.14\n USD.\n (1)  Represents costs related to global harmonization and enhancement of the\n      Company's IT environment, primarily consisting of internal personnel costs,\n      license fees, maintenance fees, and external IT consulting support.\n (2)  Represents costs related to specific transformation projects, consisting of\n      external legal and consulting costs as well as internal personnel expenses.\n (3)  Represents costs and expenses in connection with various restructuring\n      initiatives.\n (4)  Represents other non-operating items outside of core operations.\n\nThe following table reconciles Enterprise Purchase Price and Effective\nEnterprise Purchase Price:\n (in millions)                        Euros                                           U.S. Dollars(1)\n Enterprise Value                     €                   5,100                       $                   5,814\n Pension provision                    (132)                                           (150)\n Lease liability                      (29)                                            (34)\n Income tax balances                  (22)                                            (25)\n Other non-debt liabilities(2)        (148)                                           (168)\n Working capital adjustment           5                                               6\n Enterprise Purchase Price            4,775                                           5,444\n Expected future tax savings(3)       (371)                                           (423)\n Effective Enterprise Purchase Price  €                   4,404                       $                   5,021\n\n Note: Totals are calculated in whole dollars, may not foot to components\n above.\n (1)  Assumes an exchange rate of 1 EUR to 1.14 USD.\n (2)  Includes employee bonus incentives, retirement provisions, and restructuring\n      accruals.\n (3)  Based on the net present value of the expected amortization of intangible\n      assets over 15 years after the closing.\n\nInvestor Relations:\nEmail: IR@MadisonAir.com (mailto:IR@MadisonAir.com)\nMedia Contact:\nEmail: ccarey@MadisonAir.com (mailto:ccarey@MadisonAir.com)\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/madison-air-to-acquire-ebm-papst-expanding-return-on-air-capabilities-and-accelerating-durable-growth-in-air-quality-solutions-302852470.html\n(https://www.prnewswire.com/news-releases/madison-air-to-acquire-ebm-papst-expanding-return-on-air-capabilities-and-accelerating-durable-growth-in-air-quality-solutions-302852470.html)\n\nSOURCE Madison Air Solutions Corporation\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1841451/Madison-Air-Logo.jpg?id=OA2888455\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPn635LP3a","title":"Madison Air to Acquire ebm-papst, Expanding Return on Air™ Capabilities and Accelerating Durable Growth in Air Quality Solutions","author":"PR Newswire","ticker":"MAIR","created":"2026-08-17T10:57:00.020Z","tickers":["MAIR"],"exchange":"NYSE","article_body":"Madison Air to Acquire ebm-papst, Expanding Return on Air™ Capabilities and Accelerating Durable Growth in Air Quality Solutions\n\nPR Newswire\n\nCHICAGO, Aug. 17, 2026\n\n * Acquisition nearly doubles Madison Air's addressable market while vertically\nintegrating differentiated air flow technology and expanding commercial\nsegment, aftermarket and services opportunities\n * Reinforces the durability and resilience of Madison Air's long-term growth\nalgorithm through the addition of a high-quality business serving attractive,\nmission-critical air quality, cooling and industrial process applications\n * Transaction is expected to be accretive to adjusted earnings per share (EPS)\nin the first full year following closing, with anticipated annual run-rate\nsynergies of $160 million by year three and Madison Air's proven operating\nmodel driving margin expansion\nCHICAGO, Aug. 17, 2026 /PRNewswire/ -- Madison Air Solutions Corporation\n(NYSE: MAIR) (the \"Company\" or \"Madison Air\"), a global provider of air\nquality solutions, today announced it has entered into a definitive agreement\nto acquire ebm-papst at an enterprise purchase price of $5.4 billion, or $5.0\nbillion net of future tax savings(1) (\"effective enterprise purchase price\").\nThe effective enterprise purchase price represents 14.6x ebm-papst's\nforecasted 2026 adjusted EBITDA, or 10x including estimated run-rate\nsynergies.\n\nHeadquartered in Mulfingen, Germany and founded in 1963, ebm-papst is a\nleading global supplier of high-performance airflow technology and a pioneer\nin integrated electronically commutated (\"EC\") fan and motor systems, with\nmore than 250 million fans installed worldwide within its Air Technology\nbusiness. Its highly engineered products are specified early in the HVAC/R\ndesign process, helping customers improve energy efficiency, enhance\nreliability and reduce total lifecycle costs across mission-critical\napplications. Operating in approximately 40 countries, ebm-papst serves a\ndiversified global customer base and is expected to generate approximately\n$2.8 billion of revenue and approximately $343 million of adjusted EBITDA in\n2026.\n\n\"We're excited about the opportunities this acquisition creates for our\ncustomers, employees and shareholders as Madison Air continues to expand our\nability to deliver Return on Air and strengthen our position in attractive,\ngrowing markets,\" said Jill Wyant, President and CEO of Madison Air. \"As a\nlongstanding ebm-papst customer, we have a deep appreciation for its\nintegrated airflow technology, custom engineering expertise and talented team,\nwhich complement our expertise in mission-critical applications and market\nreach.\"\n\nMs. Wyant continued, \"Fans enable the airflow performance our customers depend\non every day. By combining ebm-papst's differentiated technology with Madison\nAir's application expertise, trusted customer relationships and proven\noperating model, we will help more customers improve uptime, efficiency,\ncompliance and productivity in mission-critical environments. The acquisition\nnearly doubles our addressable market, broadens our aftermarket and services\nopportunity, and further strengthens our long-term growth profile. Together,\nwe are confident we can accelerate growth, enhance performance and create\nsignificant long-term value for shareholders.\"\n\n\"Madison Air was founded on the belief that business can be one of the most\npowerful forces for good, particularly when we help people live safer,\nhealthier and more productive lives through the power of better air,\" said\nLarry Gies, Chairman of the Board and Founder of Madison Air. \"Adding\nebm-papst to the Madison Air portfolio is a natural extension of that purpose.\nThe Board of Directors and I have tremendous confidence in Jill and her team\nand believe this combination will make Madison Air a stronger company capable\nof serving more customers, pursuing a larger opportunity and creating enduring\nvalue for many years to come.\"\n\nKlaus Geiβdörfer, CEO of ebm-papst added, \"Since our founding more than six\ndecades ago, ebm-papst has built a reputation on engineering excellence,\ninnovation and earning the trust of our customers. Madison Air shares that\nphilosophy and has demonstrated a long-term commitment to supporting\nentrepreneurial businesses. We are excited to join an organization that values\nour people, our culture and our technology, and we look forward to what we can\naccomplish together.\"\n (_______________________________________\n 1) Figures assume an exchange rate of 1 EUR to 1.14 USD. Future tax savings\n based on the net present value of the expected amortization of intangible\n assets over 15 years after the closing.\n\nCompelling Strategic and Financial Rationale:\n\n * Deepens vertical integration and expands technology portfolio: The\nacquisition adds ebm-papst's integrated airflow technology, supported by more\nthan 1,200 patents, to Madison Air's portfolio and extends the Company's\ncapabilities across more of the air technology value chain. This will enable\nthe combined company to accelerate innovation and deliver more holistic\nsolutions throughout the full product lifecycle to solve complex air quality\nand energy efficiency challenges for customers in mission-critical\napplications.\n * Creates a more durable growth platform: The transaction adds approximately\n$30 billion to Madison Air's addressable market and broadens its commercial,\naftermarket and services opportunities through a larger installed base,\nbroader customer relationships and expanded channel presence.\n * Applies Madison Air's proven operating model to accelerate value creation and\ngenerate meaningful synergies: Madison Air expects to realize $160 million in\nannual run-rate cost synergies by year three, driven by its proven 80/20\noperating model, the combined company's scale, procurement savings and\noperational efficiencies. The combination also creates opportunities for\nadditional growth through cross-selling solutions, collaborative innovation\nand deeper customer relationships.\n * Brings together complementary capabilities and cultures: ebm-papst's\ntechnological leadership, commitment to innovation and pioneering digital\ncapabilities complement Madison Air's entrepreneurial culture, commercial\nreach and operational capabilities. Both companies share a long-term focus on\ndelivering differentiated air solutions for customers, providing a strong\nfoundation for successful integration and sustained growth.\n * Delivers accretion and compelling financial profile: The acquisition is\nexpected to be accretive to adjusted earnings per share (EPS) in the first\nfull year following closing, supported by strong free cash flow generation and\na disciplined path to deleveraging.\nTransaction Timing and Details\n\nThe effective enterprise purchase price is $5.0 billion.  Madison Air intends\nto fund the transaction through a combination of cash on hand and debt and\nequity financing. The Company expects pro forma net leverage of less than 4.0x\nat closing, with a target of reducing net leverage to approximately 2.5x on a\ntrailing 12-month basis within two years.\n\nIn connection with entry into the SPA, the Company received a debt commitment\nletter from certain financing sources, including fully underwritten financing\ncommitments from UniCredit and Wells Fargo for the debt portion of the\nacquisition financing (the \"Debt Commitment Letter\"). The obligations of these\nfinancing sources to provide debt financing under the Debt Commitment Letter\nare subject to a number of customary conditions. The Acquisition is not\nsubject to any financing condition.\n\nThe transaction is expected to close around year end, subject to receipt of\nrequired regulatory approvals and satisfaction of customary closing\nconditions.\n\nConference Call Details\n\nMadison Air will host a conference call at 8:30 a.m. (ET) today to discuss the\ntransaction. A live webcast and replay will be available at\nhttps://investors.madisonair.com/events\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4753355-1&h=2855759309&u=https%3A%2F%2Finvestors.madisonair.com%2Fevents&a=https%3A%2F%2Finvestors.madisonair.com%2Fevents)\n. In connection with this press release and conference call, the Company has\nposted an investor presentation on its website at\nhttps://investors.madisonair.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4753355-1&h=750638741&u=https%3A%2F%2Finvestors.madisonair.com%2F&a=https%3A%2F%2Finvestors.madisonair.com)\n.\n\nAbout Madison Air\n\nMadison Air (NYSE: MAIR) is an air quality solutions provider serving priority\ncommercial and residential markets. Through its portfolio of trusted brands,\nincluding Addison, AprilAire, Big Ass Fans, Broan-NuTone, Nortek Air\nSolutions, Nortek Data Center Cooling and Reznor, the Company helps customers\nimprove performance, protect critical assets and create healthier indoor\nenvironments. Madison Air's mission is to make the world safer, healthier and\nmore productive through the power of better air.\n\nNon-GAAP Measures\n\nThis press release (i) uses terms which are not generally used in\npresentations made in accordance with accounting principles generally accepted\nin the United States (\"GAAP\"), (ii) contains non-GAAP measures, including\nAdjusted EBITDA, (iii) uses terms which are not measures of financial\ncondition or profitability and (iv) contains terms which are unlikely to be\ncomparable to similar measures used by other companies in the Company's\nindustry.\n\nThe Company believes that non-GAAP financial information, when taken\ncollectively, may be helpful to investors because it provides consistency and\ncomparability with past financial performance and assists in comparisons with\nother companies, some of which use similar non-GAAP financial information to\nsupplement their GAAP results.\n\nThe non-GAAP financial information is presented for supplemental informational\npurposes only and should not be considered a substitute for financial\ninformation presented in accordance with GAAP and may be different from\nsimilarly titled non-GAAP measures used by other companies. Non-GAAP measures\nhave limitations as an analytical tool, and you should not consider these\nmeasures either in isolation or as a substitute for other methods of analyzing\nthe results as reported under GAAP. You are encouraged to exercise caution\nwhen evaluating non-GAAP measures presented herein. A reconciliation of the\nnon-GAAP measures to the most directly comparable GAAP financial measure can\nbe found at the end of this press release.\n\nHGB Financial Measures\n\nThe financial information relating to ebm-papst included herein has been\nprepared in accordance with accounting principles generally accepted in the\nFederal Republic of Germany as set forth in the German Commercial Code\n(Handelsgesetzbuch, \"HGB\") and has not been prepared in accordance with GAAP.\n\nHGB differs in certain material respects from GAAP. The Company has not\nattempted to quantify the impact of such differences on the financial data\nincluded herein, and readers are urged to consult their own advisors regarding\nsuch differences and their potential impact on the financial information\npresented. Accordingly, the financial information of ebm-papst presented\nherein may not be directly comparable to the financial information of the\nCompany or its other subsidiaries prepared in accordance with GAAP, and\nreaders should not rely on such information as though it were prepared on a\ncomparable basis.\n\nThe financial information presented herein is preliminary and unaudited and is\nsubject to change pending the completion of purchase price accounting,\naccounting policy alignment and the preparation of reconciliations from HGB to\nGAAP required in connection with the Company's reporting obligations under the\nSecurities Exchange Act of 1934, as amended (the \"Exchange Act\"). The Company\nexpects that the consolidated financial statements of the combined company\nwill reflect significant differences from the historical financial information\nof ebm-papst presented herein as a result of such reconciliations, purchase\nprice adjustments and other assumptions. Readers are cautioned not to place\nundue reliance on the preliminary financial information included herein.\n\nCautionary Language Concerning Forward-looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nSection 27A of the Securities Act and Section 21E of the Exchange Act. For\nthese statements, we claim the protections of the safe harbor for\nforward-looking statements contained in such Sections. The forward-looking\nstatements included herein are subject to risks and uncertainties. All\nstatements other than statements of historical fact are forward-looking\nstatements. Forward-looking statements give the Company's current expectations\nand projections relating to its financial condition, results of operations,\nplans, objectives, future performance and business. You can identify\nforward-looking statements by the fact that they do not relate strictly to\nhistorical or current facts. These statements may include words such as\n\"anticipate,\" \"estimate,\" \"expect,\" \"project,\" \"plan,\" \"intend,\" \"believe,\"\n\"may,\" \"will,\" \"should,\" \"can have,\" \"positions,\" \"likely,\" \"target,\" \"goal,\"\n\"strategy\" and other words and terms of similar meaning in connection with any\ndiscussion of the timing or nature of future operating or financial\nperformance or other events, including statements regarding the Company's\nexpectations, intentions or strategies regarding the Acquisition, the expected\nbenefits of the Acquisition, the anticipated timetable for completing the\nAcquisition, and the impact of the Acquisition on the Company's business and\nfuture financial condition and operating results.\n\nAll forward-looking statements are subject to risks and uncertainties that may\ncause actual results to differ materially from those that the Company\nexpected, including: uncertainties as to the timing of the Acquisition; the\nrisk that the Acquisition may not be completed in a timely manner or at all,\nwhich may adversely affect the Company's business; the failure to satisfy the\nClosing Conditions, including the receipt of required merger control\nclearances, foreign investment control clearances and European Commission\nclearance under the EU Foreign Subsidies Regulation; the occurrence of any\nevent, change or other circumstance or condition that could give rise to the\ntermination of the SPA, including in certain circumstances requiring the\nPurchaser to pay the Break Fee; the ability of the Company to obtain the\nnecessary financing arrangements, including under the Debt Commitment Letter\nand the Registered Equity Offering; the effect of the announcement or pendency\nof the Acquisition on the Company's business relationships, operating results\nand business generally; risks that the Acquisition may disrupt the Company's\ncurrent business plans and operations; the Company's ability to retain and\nhire key personnel in light of the Acquisition; risks related to diverting\nmanagement's attention from the Company's ongoing business operations;\nunexpected costs, charges or expenses resulting from the Acquisition;\npotential litigation relating to the Acquisition; the ability of the Company\nto successfully integrate the Group following the Closing and to achieve the\nanticipated benefits of the Acquisition, including estimated cost, operations,\ntax and commercial synergies, and the timeline to realize such benefits; the\neffects of the Acquisition on the Company's earnings, financial condition, net\nleverage ratio and credit ratings; the Company's estimates of the size of the\nmarkets it serves, including its total addressable market and the runway for\ngrowth in those markets, proving to be inaccurate; an inability to reduce or\neffectively manage its significant indebtedness and interest expense,\nincluding through any future financings or refinancings; a failure to develop\nand maintain effective internal control over financial reporting, including a\nfailure to design and implement sufficient controls to remediate its material\nweaknesses; the markets into which the Company sells its products and services\ndeclining, not growing as expected, experiencing cyclicality or shifting\ntowards products or services outside of its portfolio; changes in the general\neconomy, the housing market or other business conditions; difficulties\nexecuting, integrating or realizing expected benefits from acquisitions,\ndispositions or joint ventures, or exposure to unexpected liabilities from\nsuch transactions, including the Acquisition; the restrictions imposed on the\nCompany's ability to conduct primary follow-on equity offerings during the\ntwo-year period following its initial public offering and associated\nlimitations on its ability to raise equity capital to fund growth initiatives,\nacquisitions or other strategic opportunities; increasing competitive\npressures in the Company's industry and the markets in which it operates;\ndifficulties implementing the Company's 80/20 operating model or other\nstrategies intended to improve organic growth, including its artificial\nintelligence initiatives; an inability to demonstrate or communicate the\nbenefits of the Company's Return on Air value proposition; the loss of key\ncustomers; delays, failures or other challenges in developing and\ncommercializing new versions of the Company's products or new features and\naccessories; unsuccessful efforts to expand into adjacent markets; supply\nshortages, rising raw material or freight costs or disruptions in the\nCompany's distribution network; inconsistent practices, controls or\ndecision-making arising from the Company's decentralized organizational\nstructure; the incurrence of events causing an impairment of goodwill or other\nasset impairment charges; disruption of the Company's operations in its\nmanufacturing facilities, wholesale locations or key customer operations,\nincluding as a result of tariffs or other trade policies; failures to protect\nor defend the Company's intellectual property, including trade secrets or\nproprietary know-how, or infringement, misappropriation or other violations of\nothers' intellectual property; operational disruptions at manufacturing,\nwholesale, or key customer locations, as well as labor shortages, disruptions\nor challenges in attracting and retaining qualified personnel; geopolitical\nconflicts, cybersecurity attacks, natural disasters, climate change, weather\nand seasonality that disrupt operations or adversely impact demand; changes in\nor noncompliance with varying domestic and foreign laws, regulations or\ngovernment contracting requirements; warranty claims, product liability\nmatters, recall claims, litigation or other legal proceedings, including\nalleged intellectual property infringement claims; violations of\nenvironmental, health and safety laws and regulations; changes in government\nregulations, trade policies and tariffs; decisions made by the Company's\nfounder who controls the Company; and other factors disclosed in the section\nentitled \"Risk Factors\" of the Company's prospectus filed pursuant to Rule\n424(b)(4) with the SEC on April 17, 2026, as may be updated or supplemented by\nany subsequent filings with the SEC.\n\nThe Company derives many of its forward-looking statements from its operating\nbudgets and forecasts, which are based on many detailed assumptions. While the\nCompany believes that its assumptions are reasonable, it cautions that it is\nvery difficult to predict the impact of known factors, and it is impossible to\nanticipate all factors that could affect actual results. All forward-looking\nstatements attributable to the Company, or persons acting on its behalf, are\nexpressly qualified in their entirety by the foregoing cautionary statements,\nas well as other cautionary statements that are made from time to time in its\nother SEC filings and public communications. You should evaluate any\nforward-looking statements made in the context of these risks and\nuncertainties. We caution you that the important factors referenced above may\nnot contain all of the factors that are important to you. In addition, we\ncannot assure you that we will realize the results or developments we expect\nor anticipate or, even if substantially realized, that they will result in the\nconsequences or affect us or our operations in the way we expect. The\nforward-looking statements included in this press release are made only as of\nthe date hereof. We assume no obligation to update or revise any\nforward-looking statement, whether as a result of new information, future\nevents or otherwise, except as required by law.\n\nReconciliation of Forecasted EBITDA and Adjusted EBITDA ebm-papst\n\nThe following table reconciles Forecasted EBITDA and Adjusted EBITDA for\nebm-papst:\n                                                                          Forecasted (unaudited)\n (in millions)                                                            Twelve months ended\n                                                                          December 31, 2026\n Net sales                                                                $                   2,772\n\n Net Income                                                               130\n Income Tax Provision                                                     28\n Depreciation and Amortization                                            128\n EBITDA                                                                   286\n Adjustments:\n One-Time IT Costs(1)                                                     29\n One-Time Transformation Costs(2)                                         14\n Restructuring and Severance(3)                                           11\n Other (income) and expenses(4)                                           3\n Adjusted EBITDA                                                          $                     343\n Adjusted EBITDA Margin                                                   12 %\n Expected cost synergies by end of year three                             160\n Adjusted EBITDA, including expected cost synergies by end of year three  $                     503\n\n Note: The financial information relating to ebm-papst has been prepared in\n accordance with HGB and has not been prepared in accordance with GAAP. See the\n Disclaimer for additional details. Assumes an exchange rate of 1 EUR to 1.14\n USD.\n (1)  Represents costs related to global harmonization and enhancement of the\n      Company's IT environment, primarily consisting of internal personnel costs,\n      license fees, maintenance fees, and external IT consulting support.\n (2)  Represents costs related to specific transformation projects, consisting of\n      external legal and consulting costs as well as internal personnel expenses.\n (3)  Represents costs and expenses in connection with various restructuring\n      initiatives.\n (4)  Represents other non-operating items outside of core operations.\n\nThe following table reconciles Enterprise Purchase Price and Effective\nEnterprise Purchase Price:\n (in millions)                        Euros                                           U.S. Dollars(1)\n Enterprise Value                     €                   5,100                       $                   5,814\n Pension provision                    (132)                                           (150)\n Lease liability                      (29)                                            (34)\n Income tax balances                  (22)                                            (25)\n Other non-debt liabilities(2)        (148)                                           (168)\n Working capital adjustment           5                                               6\n Enterprise Purchase Price            4,775                                           5,444\n Expected future tax savings(3)       (371)                                           (423)\n Effective Enterprise Purchase Price  €                   4,404                       $                   5,021\n\n Note: Totals are calculated in whole dollars, may not foot to components\n above.\n (1)  Assumes an exchange rate of 1 EUR to 1.14 USD.\n (2)  Includes employee bonus incentives, retirement provisions, and restructuring\n      accruals.\n (3)  Based on the net present value of the expected amortization of intangible\n      assets over 15 years after the closing.\n\nInvestor Relations:\nEmail: IR@MadisonAir.com (mailto:IR@MadisonAir.com)\nMedia Contact:\nEmail: ccarey@MadisonAir.com (mailto:ccarey@MadisonAir.com)\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/madison-air-to-acquire-ebm-papst-expanding-return-on-air-capabilities-and-accelerating-durable-growth-in-air-quality-solutions-302852470.html\n(https://www.prnewswire.com/news-releases/madison-air-to-acquire-ebm-papst-expanding-return-on-air-capabilities-and-accelerating-durable-growth-in-air-quality-solutions-302852470.html)\n\nSOURCE Madison Air Solutions Corporation\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1841451/Madison-Air-Logo.jpg?id=OA2888455\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-08-17T10:57:00.086659673Z","server_sent_at_ms":1786964220086},"received_at":"2026-08-17T10:57:00.248Z","source_url":"https://www.prnewswire.com/news-releases/madison-air-to-acquire-ebm-papst-expanding-return-on-air-capabilities-and-accelerating-durable-growth-in-air-quality-solutions-302852470.html"},"analysis":{"id":"109247","press_release_id":"120259","analysis_json":{"industry":{"label":"Building Products","sector":"Industrials"},"redFlags":["significant leverage taken on to fund acquisition (pro forma < 4.0x)","synergy realization risk of $160 million annual run-rate target","transaction subject to regulatory approvals including EU Foreign Subsidies Regulation"],"eventType":"m_and_a","narrative":"Madison Air announced a definitive agreement to acquire ebm-papst for an enterprise purchase price of $5.4 billion, a move that nearly doubles its addressable market in air quality solutions.\n\nThe transaction, expected to close around year-end, is forecasted to be accretive to adjusted EPS in the first full year and is supported by fully underwritten debt commitments from UniCredit and Wells Fargo.\n\nManagement anticipates realizing $160 million in annual run-rate cost synergies by year three, targeting a pro forma net leverage ratio of below 4.0x at closing and approximately 2.5x within two years.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Madison Air makes a transformative $5.4B bet to double its market size with the accretive acquisition of ebm-papst."},"keyFigures":{"dealValueUsd":5400000000,"customDimensions":{"target_ebitda":343000000,"target_revenue":2772000000,"synergies_annual_run_rate":160000000,"ebitda_multiple_standalone":"14.6x","effective_enterprise_price":5000000000,"pro_forma_leverage_closing":"< 4.0x","pro_forma_leverage_target_2yr":"2.5x","ebitda_multiple_including_synergies":"10x"}},"quotedText":"The acquisition nearly doubles our addressable market, broadens our aftermarket and services opportunity, and further strengthens our long-term growth profile.","namedEntities":{"people":[{"name":"Jill Wyant","role":"President and CEO"},{"name":"Larry Gies","role":"Chairman of the Board and Founder"},{"name":"Klaus Geiβdörfer","role":"CEO of ebm-papst"}],"products":["Return on Air™","EC fan and motor systems"],"companies":[{"name":"Madison Air Solutions Corporation","ticker":"MAIR"},{"name":"ebm-papst","relationship":"target"},{"name":"UniCredit","relationship":"underwriter"},{"name":"Wells Fargo","relationship":"underwriter"}],"dollarAmounts":[{"amount":"$5.4 billion","context":"enterprise purchase price"},{"amount":"$5.0 billion","context":"effective enterprise purchase price net of tax savings"},{"amount":"$160 million","context":"anticipated annual run-rate synergies by year three"},{"amount":"$2.8 billion","context":"ebm-papst expected 2026 revenue"},{"amount":"$343 million","context":"ebm-papst expected 2026 adjusted EBITDA"}]},"materialImpact":{"score":5,"reasoning":"Transformational $5.4 billion acquisition that nearly doubles the company's addressable market and is immediately accretive to EPS. The transaction involves significant synergies ($160 million) and integration of a major global player (ebm-papst) with $2.8 billion in expected revenue."},"tickerRelevance":{"others":[],"primary":"MAIR"},"globalImportance":55,"audienceRelevance":35,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"Mid-to-Large Cap","eventGravity":"large-cap M&A","sectorWeight":"Industrials"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":5,"narrative":"Madison Air announced a definitive agreement to acquire ebm-papst for an enterprise purchase price of $5.4 billion, a move that nearly doubles its addressable market in air quality solutions.\n\nThe transaction, expected to close around year-end, is forecasted to be accretive to adjusted EPS in the first full year and is supported by fully underwritten debt commitments from UniCredit and Wells Fargo.\n\nManagement anticipates realizing $160 million in annual run-rate cost synergies by year three, targeting a pro forma net leverage ratio of below 4.0x at closing and approximately 2.5x within two years.","key_figures":{"dealValueUsd":5400000000,"customDimensions":{"target_ebitda":343000000,"target_revenue":2772000000,"synergies_annual_run_rate":160000000,"ebitda_multiple_standalone":"14.6x","effective_enterprise_price":5000000000,"pro_forma_leverage_closing":"< 4.0x","pro_forma_leverage_target_2yr":"2.5x","ebitda_multiple_including_synergies":"10x"}},"named_entities":{"people":[{"name":"Jill Wyant","role":"President and CEO"},{"name":"Larry Gies","role":"Chairman of the Board and Founder"},{"name":"Klaus Geiβdörfer","role":"CEO of ebm-papst"}],"products":["Return on Air™","EC fan and motor systems"],"companies":[{"name":"Madison Air Solutions Corporation","ticker":"MAIR"},{"name":"ebm-papst","relationship":"target"},{"name":"UniCredit","relationship":"underwriter"},{"name":"Wells Fargo","relationship":"underwriter"}],"dollarAmounts":[{"amount":"$5.4 billion","context":"enterprise purchase price"},{"amount":"$5.0 billion","context":"effective enterprise purchase price net of tax savings"},{"amount":"$160 million","context":"anticipated annual run-rate synergies by year three"},{"amount":"$2.8 billion","context":"ebm-papst expected 2026 revenue"},{"amount":"$343 million","context":"ebm-papst expected 2026 adjusted EBITDA"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-17T10:58:23.314Z","global_importance":55,"audience_relevance":35,"importance_components":{"tickerTier":"Mid-to-Large Cap","eventGravity":"large-cap M&A","sectorWeight":"Industrials"}},"durationMs":83082,"modelName":"glm-4.7"}}