The long rivalry between Itron and Silver Spring Networks, the country’s two major smart meter and grid networking players, is ending in marriage.
On Monday, Itron announced plans to acquire all outstanding shares of Silver Spring for $16.25 per share in cash, a premium of 25 percent from Friday’s close, in a transaction valued at $830 million, excluding $180 million in Silver Spring cash.
Itron is funding the deal, fully underwritten by Wells Fargo, with cash and $750 million in incremental debt. Centerview Partners and Credit Suisse are the financial advisers to Itron, while Evercore is the financial adviser to Silver Spring.
The deal has been unanimously approved by both companies’ boards of directors, but still requires Silver Spring stockholder approval and federal approval to move forward. When those approvals are in place, the deal is expected to close late this year or in early 2018. The offered price does represent a high premium over Silver Spring's current value, although it is in line with other technology merger and acquisition offers.
Monday’s surprise merger would create a company with more than 90 million smart endpoints deployed with some of the world’s biggest utilities. That would put it in second place behind Landis+Gyr, the century-old Swiss metering company that recently spun itself out from parent company Toshiba in a $2.4 billion initial public offering.
In North America, Silver Spring and Itron together cover over half of known installed and contracted AMI endpoints, outpacing Landis+ Gyr's roughly 20 percent of market share, GTM Research grid edge research associate Paulina Tarrant noted. Globally, however, L+G has the largest AMI network, although a post-merger Itron would come in a close second, she said.
The two remaining major AMI vendors are Germany’s Elster, acquired by Honeywell for $5 billion in 2015, and U.S.-based Sensus, bought by water treatment company Xylem for $1.7 billion last year.
Both Itron and Silver Spring have seen their ups and downs in recent years, facing significant restructuring and layoffs, while revamping their technology to become something far more like an industrial wireless internet than the radios-and-receivers smart meters of previous decades.
Silver Spring reported a GAAP loss of $21.6 million on revenues of $311 million for fiscal year 2016, and ended the year with $1.2 billion of backlog. Itron reported second-quarter 2017 earnings of $503 million and non-GAAP earnings per share of 71 cents, with about $1.6 billion in backlog.
As for the rationale behind the merger, Itron highlighted the opportunities for both companies to tackle the “sizable industrial IoT segment, driving higher growth with recurring revenues and enabling Itron to increase profitability beyond our mid-teens EBITDA margin target.”
While smart meters are a part of this industrial IoT landscape, they’re only one of a growing number of devices to be connected, from utility-operated distribution grid sensors and streetlights, to solar inverters and electric-vehicle chargers on the customer side of the meter, and beyond to the broader world of “smart city” networks.
The IoT opportunity is still years away from commercial-scale replication, but the scope is far greater than the traditional utility segments both Itron and Silver Spring serve. A recent McKinsey report found that IoT could yield a global economic benefit of $3.9 trillion to $11.1 trillion a year by 2025. Itron's own figures show the IoT opportunity growing to about $420 billion by decade's end, compared to $20 billion for smart grid.
Both companies have developed software to turn their network nodes into distributed computing platforms, as with Itron’s OpenWay Riva platform and Silver Spring’s Starfish network.
The first wave of this work has turned smart meters into outage locators and power theft detectors, as well as enabling them to communicate with in-home and in-building load control devices. More advanced distributed computing applications designed to link solar inverters, batteries, EV chargers and other networked loads are in pilot phase now. These aggregated resources could address local power supply-demand disruptions, or respond to utility pricing signals and grid commands.
Because both companies have been building their technology to emerging standards, they’re expecting to see complementary (and redundant) technologies around the applications they’re enabling on these networks.
This broader realm of business activity has been dubbed “outcomes+analysis+orchestration” by Itron. While it’s not as large an opportunity as straight metering and sensing, it’s expected to grow much more quickly over the coming years.
Itron said that combining the two companies’ production and sales channels will drive $50 million of annualized cost synergies within three years by “optimizing combined operations and expenses.”
While Silver Spring doesn’t make its own meters, it does replicate many of the same manufacturing processes and supply-chain relationships as Itron. Beyond that, creating a “converged platform” offers “potential for revenue synergies,” expected to help Itron’s bottom line in the second year after completing the transaction.
This includes a broader base for growing the combines companies’ share of “outcome-based solutions, creating a large recurring revenue opportunity in the high-growth software and services segment,” Itron noted. Silver Spring in particular has been focused over the past few years on growing its SAAS and managed services lines, valuable for replacing equipment sales with recurring revenues.
It’s unclear whether or not Silver Spring will continue to work with other metering vendors. It has broad relationships with Elster and Landis+Gyr, as well as a number of Asian and South American meter makers. Itron similarly works in many other parts of the world, particularly in China and Brazil.
Itron has been on a bit of an acquisition streak of late. Before this, it spent $100 million to buy Comverge, the U.S. demand response provider. Silver Spring, in turn, has built its street lighting networking business around its acquisition of Streetlight.Vision.