EMCOR Group, Inc. Announces Agreement to Acquire Miller Electric Company

Acquisition Expands EMCOR's Electrical Capabilities Through a Suite of Complementary and Comprehensive, Mission-Critical Services, Increasing Presence in High Growth Sectors

EMCOR Group, Inc. (the "Company") (NYSE:EME) today announced that it has entered into a definitive agreement to acquire Miller Electric Company ("Miller Electric"), a leading electrical contractor serving high growth areas across the Southeastern U.S., for $865 million in cash, subject to customary adjustments. The boards of directors of both companies unanimously approved the transaction.

Headquartered in Jacksonville, Florida, Miller Electric designs, installs, maintains, upgrades, and replaces complex electrical systems and related technologies across the Southeast. Miller Electric is a trusted partner to more than 1,000 clients across a broad array of industries, with a focus on high growth sectors including data centers, manufacturing, and healthcare. With a workforce of more than 3,500 highly skilled professionals and a scaled commercial electrical contractor platform with 21 branch locations, Miller Electric delivers expertise to its clients that extends beyond traditional electrical contracting into systems integration, repairs and maintenance, building automation, energy and sustainability solutions, and engineering services.

Miller Electric has a strong growth, margin, and free cash flow profile, with approximately 90% of the company's revenues currently generated from Florida and the greater Southeastern U.S., where EMCOR has limited electrical construction presence today. EMCOR expects Miller Electric to generate approximately $805 million in revenue and approximately $80 million in Adjusted EBITDA in calendar year 2024. As of November 2024, Miller Electric had $755 million in remaining performance obligations.

"The team at Miller Electric has built a legacy of delivering high-quality solutions beyond traditional electrical contracting and staying ahead of industry trends through their commitment to innovation," said Tony Guzzi, Chairman, President, and Chief Executive Officer of EMCOR. "Their service-first mindset, long-standing reputation of excellence, and forward-thinking approach have positioned Miller Electric as a leading non-residential electrical and technology contractor in the Southeastern United States."

Mr. Guzzi added, "The addition of Miller Electric expands EMCOR's electrical capabilities through their suite of comprehensive, mission-critical services and bolsters our already strong presence in high-growth areas including data centers, manufacturing, and healthcare. With a complementary geographic footprint, this transaction enables us to enhance our ‘local execution, national reach' strategy as we broaden our overall construction services platform. Importantly, Miller Electric is also a great fit with our EMCOR Values and culture of operational excellence with their 97-year track record of safety and innovation."

"The Miller Electric team has consistently demonstrated excellence within their end markets," said Dan Fitzgibbons, President and CEO of EMCOR Electrical Construction Services. "By leveraging advanced technologies such as virtual design and construction, along with prefabrication techniques, they have a proven record of continually improving project efficiency and quality for their clients. Like EMCOR, Miller Electric not only enhances project execution, but also empowers their workforce through continuous development and training, sharing key methods and practices across the organization. I want to extend a warm welcome to the entire Miller Electric team and look forward to collaborating to drive the business forward."

"For nearly a century, we have taken great pride in delivering innovative electrical solutions and building strong relationships with our clients and partners," said Henry Brown, Chief Executive Officer at Miller Electric. "Joining forces with EMCOR will allow us to further enhance our services and offerings, leveraging additional resources to expand our reach and continue leading the way in serving our clients in the evolving energy and infrastructure landscape. We are confident EMCOR is the right partner for us, bringing a long-term approach and deep understanding of our business, culture, and values. EMCOR will allow us to reach our full potential as a company and create even more opportunities for our employees and the communities we serve. We look forward to continuing our growth for years to come as part of the EMCOR family of companies."

Upon completion of the acquisition, Miller Electric will operate within EMCOR's Electrical Construction Services segment under Dan Fitzgibbons, President and CEO of EMCOR Electrical Construction Services. Henry Brown will continue to serve as CEO of Miller Electric with the Miller Electric leadership team remaining in place. Miller Electric will remain headquartered in Jacksonville, Florida.

Transaction Details

EMCOR expects to fund the transaction through cash on hand with an expected close in the first half of 2025, subject to customary closing conditions. Hart-Scott-Rodino approval has already been obtained for the transaction.

The transaction is expected to be modestly accretive to EMCOR's earnings per share in 2025 with further accretion in future years.

Additional information about the transaction can be found in an investor presentation, which has been posted to EMCOR's investor relations site. Details of the transaction will also be discussed when EMCOR releases its fourth quarter and full year 2024 earnings results on February 26, 2025.

Advisors

Evercore is serving as financial advisor to EMCOR, and Ropes & Gray LLP is serving as its legal advisor. Stephens is serving as financial advisor to Miller Electric, and Driver, McAfee, Hawthorne & Diebenow, PLLC is serving as its legal advisor.

About EMCOR

EMCOR Group, Inc. is a Fortune 500 leader in mechanical and electrical construction services, industrial and energy infrastructure and building services. This press release and other press releases may be viewed at the Company's website at www.emcorgroup.com. EMCOR routinely posts information that may be important to investors in the "Investor Relations" section of our website at www.emcorgroup.com. Investors and potential investors are encouraged to consult the EMCOR website regularly for important information about EMCOR.

About Miller Electric Company

Miller Electric is a 97-year-old company based in Jacksonville, Florida with 21 branch offices located throughout the United States. We provide energy and technology infrastructure solutions for our clients and work in various markets including data centers, healthcare, manufacturing, commercial, and institutional. We are also dedicated to creating a more sustainable future through the advancement of EV charging infrastructure.

Learn more at http://www.mecojax.com and http://www.MillerEV.com.

Forward Looking Statements

This press release contains forward-looking statements. Such statements speak only as of this press release, and EMCOR assumes no obligation to update any such forward-looking statements, unless required by law. These forward-looking statements include statements regarding the proposed acquisition of Miller Electric, including timing to closing, the anticipated benefits of the proposed acquisition of Miller Electric, and the anticipated financial impact of the proposed acquisition of Miller Electric. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated (whether expressly or implied) by the forward-looking statements. Accordingly, these statements do not guarantee future performance or events. Applicable risks and uncertainties include, but are not limited to, uncertainties as to the timing of the acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition agreement; the ability of the parties to consummate the proposed acquisition on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed acquisition; transaction and integration costs; the risk that the acquisition will divert management's attention from EMCOR's ongoing business operations or otherwise disrupts EMCOR's ongoing business operations; changes in EMCOR's businesses during the period between now and the closing; inability to achieve expected results in earnings per share and cash position; and adverse business conditions, including labor market tightness and/or disruption, productivity challenges, the impact of claims and litigation, the nature and extent of supply chain disruptions impacting availability and pricing of materials, global conflicts, and inflationary trends more generally, including fluctuations in energy costs. Certain of the risk factors associated with EMCOR's business are also discussed in Part I, Item 1A "Risk Factors," of the Company's 2023 Form 10-K, and in other reports filed from time to time with the Securities and Exchange Commission and available at www.sec.gov and www.emcorgroup.com. Such risk factors should be taken into account in evaluating our business, including any forward-looking statements.

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EMCOR

Investors

Andrew G. Backman

Vice President

Investor Relations

(203) 849-7938

FTI Consulting, Inc.

Investors: Blake Mueller

(718) 578-3706

Media

Joele Frank, Wilkinson Brimmer Katcher

Andi Rose / Viveca Tress

(212) 355-4449

Miller Electric Company

Media

Kerri Stewart

Chief Strategy Officer

[email protected]

(904) 962-9425