MOSCOW (MRC) -- BEWi Group AB, a leading full-line supplier in the Nordic countries of particle foam products, has through a Dutch wholly-owned subsidiary, entered into a conditional agreement today with funds managed by Gilde Buy Out Partners (Gilde) and its co-investors to acquire Synbra Holding B.V. (Synbra), as per press-release from BEWi.
Synbra is a specialist in particle foam and specialty foams for industrial products and solutions and sustainable insulation systems with operations in Northern Europe and Portugal. The combined Group would become a leading European provider of value-adding particle foam products, with a strong potential for accelerated growth. The acquisition is subject to financing and regulatory approval, completion of relevant works council consultations procedures and notifications under the SER Merger Code will be made.
In order to present proforma financial information in connection with the transaction, BEWi presents a preliminary financial information summary for full year 2017.
BEWi intends to acquire Synbra through a newly incorporated Dutch wholly-owned subsidiary The contemplated acquisition strengthens and expands BEWi’s position as a European supplier of particle foam products and related services, with a broader market reach and product range.
Purchase price will be a cash consideration of EUR 117.5 million (approximately SEK 1,165 million) on a cash and debt free basis. BEWi intends to finance the acquisition by own cash, a directed share issue and a bond issuance.
Closing is expected in the first half of 2018, subject to customary conditions, regulatory approval, completion of the relevant works council consultation procedures, notifications in accordance with relevant legislation and BEWi issuing a bond for the financing of the Synbra acquisition.
ln connection with the transaction, Synbra has entered into a conditional agreement to sell 66 percent of the shares in Synbra’s German subsidiary lsoBouw GmbH to Hirsch Servo Gruppe (“Hirsch”), an Austrian manufacturer active in the EPS business and hence lsoBouw would not be part of the contemplated joint BEWi and Synbra Group. The divestment of lsoBouw to Hirsch is subject to, interalia, regulatory approval. The remaining 34 percent of the shares in lsoBouw GmbH will be acquired by BEWi. Hirsch has entered into an agreement with Saint-Gobain Rigips to acquire Saint-Gobain’s insulation operations conducted in four production units in Germany.
The intended Synbra acquisition would contribute with a balanced and attractive customer portfolio, as well as modern production facilities and highly committed staff. Synbra has approximately 710 employees (not including lsoBouw GmbH) and operates 10 strategically located production facilities in the Netherlands, Denmark and Portugal. Synbra’s net sales in 2017 was approximately EUR 233 million excluding lsoBouw GmbH (approximately SEK 2 300 million).
Synbra’s portfolio of products, geographic footprint and skilled employees will be a valuable addition to BEWi and the combined Group’s expansion strategy and will make the combined Group the leading full-line particle foam supplier in Northern Europe. Additionally, the acquisition will provide BEWi with the opportunity to accelerate its broad product and service portfolio and support the combined businesses’ objective of becoming the preferred partner for particle foam products used for efficient packaging, building and insulation.
As a result of this contemplated acquisition, BEWi and Synbra would become one of the largest manufacturer of particle foam, also known as expanded polystyrene (“EPS”) and related materials in Europe. BEWi and Synbra together are anticipated to drive growth within this product segment, outperforming the European particle foam/EPS market on average.
BEWi’s major shareholders have proposed the appointment of Gunnar Syvertsen as the new chairman of BEWi Group AB. Gunnar has been a member of the BEWi board since 2014 and his experience includes General Manager in Heidelberg Cement North Europe. Following the contemplated transaction, the combined Group management is expected to include senior members of both companies, to ensure knowledge- sharing and efficient implementation of the integration process.
MRC