お知らせ • Jun 16
Carpenter Co. completed the acquisition of Engineered Foams business of Recticel SA/NV (ENXTBR:REC) for an enterprise value of approximately €450 million.
Carpenter Co. made an offer to acquire Engineered Foams business of Recticel SA/NV (ENXTBR:REC) for an enterprise value of approximately €660 million on October 11, 2021. Cash consideration based on an enterprise value of €656 million on a cash and debt free basis. The intended sale of the Engineered Foams business is subject to shareholder approval and to certain customary conditions, including regulatory approvals, confirmatory due diligence, employee information and consultation procedures. The regulatory approvals relate amongst other to anti-trust clearances. The confirmatory due diligence will be completed before the Extraordinary General Meeting. This Extraordinary General Meeting of shareholders, which is mandatory in accordance with art. 7:152 of the Belgian Companies Code in the context of the current take-over bid, will be planned for early December 2021. As of December 6, 2021, Shareholders of Recticel approved the transaction. As of December 7, 2021, Recticel NV signed a binding agreement for the sale of its engineered foams division to US Carpenter Co, after the shareholders of the Belgian building materials company gave the green light to the transaction. The closing of the transaction is expected to take place the second quarter of 2022. As of December 6, 2021, the transaction is expected to be closed around mid-2022. The net proceeds after transaction costs are expected to amount to €606 million subject to customary closing adjustments. The Board of Directors will review options for the use of proceeds from the sale of the Engineered Foams business, including the potential distribution to shareholders, taking into account the interests of all stakeholders. On 4 July 2022, the CMA decided that it was or may be the case that the following Merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. As of July 18, 2022, Competition and Markets Authority considers that the undertakings offered by the both Parties are not a clear-cut solution to the competition concerns identified as arising from the Merger. Therefore, pursuant to sections 33(1) and 34ZA(2) of the Act, Competition and Markets Authority has decided to refer the Merger to its chair for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 to conduct a phase 2 investigation. On 10 August The CMA has appointed the inquiry group. The CMA is investigating the anticipated acquisition by Carpenter Co. of the engineered foams business of Recticel NV/SA. UK'S Competition and Markets Authority says accepts remedy to address concerns in Foam merger. As of August 10, 2022, The CMA has appointed the inquiry group, in this group Kip Meek (Chair), Ulrike Hotopp, Paul Hughes and Karthik Subramanya are the members. As of August 26, 2022, The CMA issues statement sets out the scope of the inquiry and the deadline for submissions on the issues statement September 9, 2022. As of September 28, 2022, The CMA has provisionally found competition concerns as part of its in-depth investigation of the anticipated acquisition by Carpenter Co. of the engineered foams business of Recticel NV/SA. As of November 16, 2022, CMA accepted the request for the merger. As of December 21, 2022, the CMA gave notice of a proposal to accept final undertakings on its website. As of January 26, 2023, e Final Undertakings accepted by the CMA that are applicable to them in relation to the Merger. CLOSING OF THE ENGINEERED FOAMS DIVESTMENT TO CARPENTER CO. HAS NOT TAKEN PLACE AT THE END OF MARCH 2023. PARTIES CONTINUE TO WORK TOWARDS A CLOSING TO TAKE PLACE AS SOON AS POSSIBLE.J.P. Morgan acted as financial advisor to Recticel in relation to this transaction.Carpenter Co. completed the acquisition of Engineered Foams business of Recticel SA/NV (ENXTBR:REC) for an enterprise value of approximately €450 million on June 13, 2023. The enterprise value has been revised to €454.1 million, reflecting the reduced perimeter and the Ukraine war impact on the trading in Europe in the last 15 months. Subject to the completion accounts adjustments, this leads to Cash proceeds of €427.0 million, IFRS16 lease debt reduction by €23.9 million, Pension liabilities reduction by €16.8 million and Other provisions and liabilities reduction by €13.8 million. While The Soundcoat Company Inc. will be fully integrated into the Insulation segment, it remains Recticel’s intention to divest its minority share in Orsa Foam S.p.A. Carpenter and Recticel received such clearance from the UK Competition & Markets Authority (CMA) on April 12, 2023. All conditions precedent being met, Carpenter Co. and Recticel could progress to closing the main transaction. McGuireWoods acted as advisor to Carpenter.