(Finance) – The Group Saes has signed a binding agreement with the US company Resonetics for the sale to the latter of the Nitinol business and, in particular, of the US subsidiaries Memry Corporation and Saes Smart Materials, Inc. The perimeter of the sale includes the entire production process of Saes in the aforementioned market, vertically integrated (from smelting of the Nitinol alloy up to the production of components) and located entirely in the USA.
The title Saes Gettersparent company of the Saes group, does not offer prices at the start of negotiations and marks a theoretical increase of 36%.
Resonetics, based in Nashua, New Hampshire, whose principal shareholders are global investment firm Carlyle and leading private equity firm GTCR, is a leading designer and manufacturer of devices for the medical and life sciences industries. The company is focused on the production and assembly of high-tech components and provides its customers with a wide range of solutions and services, from design and development to large-volume prototyping.
The agreed transfer price is equal to 900 million dollars (cash/debt free amount), corresponding to approximately 17 times the adjusted EBITDA relating to the scope of the sale in the period October 1, 2021-September 30, 2022. This amount will be paid in cash, in a single solution, on the closing date.
The final price will be subject to possible adjustments, according to a calculation mechanism typical of this type of transaction and linked to the actual values of working capital and net financial position of the companies being sold on the closing date.
The agreed operation is expected to close in 2023subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals.
The company points out that the Group’s business in the sector of shape memory alloys for industrial applications is excluded from the scope of the sale (SMA Materials Business, within the Saes Industrial Division) which is not managed by the two US investees being sold and which will continue to be managed by Saes. To this end, a specific supply contract will be signed by Resonetics to Saes for the Nitinol raw material necessary for the Group to continue its industrial SMA business. The Group’s medical business, which uses Nitinol-educated wires and Nitinol-based thermostatic actuators (already classified in the SMA Materials Business, within the Saes Industrial Division), is also excluded from the scope of the sale.
The operation “will allow Saes to have a huge liquidity injection, which will allow the Group to develop an industrial growth plan, both organic and inorganic, consistent with the technical-scientific skills of the Group, with a particular focus on the areas of advanced packaging and new functional materials (chemicals), as well as to be used to guarantee a return for stakeholders”.
The company specifies that on 9 December 2022, a non-binding expression of interest was received from Resonetics and that starting from that date Saes Getters considered the information to be privileged, thus initiating the delay procedure pursuant to article 5 of the Procedure adopted by the Group for the management of Privileged Information.
The objective is for the two US companies to be sold to have a net financial position close to zero at the closing date.
In the operation, Saes Getters is followed by Lazard. as financial advisor, while Resonetics is followed by Mediobanca. For Saes, the legal advisors are Nixon Peabody, for American law issues, and Fieldfisher – Milan office, for Italian law issues, while the tax advisors are Studio Maisto e Associati, for Italian tax issues, and Plante Moran for US tax issues.