(Tiper Stock Exchange) – Sabafa company listed on Euronext STAR Milan and active in the production of components for household appliances, has signed a contract for thepurchase of 51% of Mansfield Engineered Components (MEC), a US company based in Mansfield (Ohio) and the main North American manufacturer of hinges for household appliances (mainly ovens, washing machines and refrigerators). 49% remains with the founders Bruce, Steven and Claudia Cummins. The completion of the transaction (closing) took place at the same time as the signing of the acquisition contract.
In the period between January and May 2023 MEC – which employs 200 collaborators – Reported revenues of $14.3 million, pro-forma EBITDA of $1.43 million and pre-tax income of $0.80 million. In the 2022 MEC spawned revenues of 35.7 million dollars, achieved pro forma2 EBITDA of $2.5 million and pre-tax income of $1 million.
The agreements reached provide for a valuation of MEC at $21 million (Enterprise Value). The payment of the price for the acquisition of 51% of the share capital, equal to 10.5 million dollars, was made in a single solution. The agreements with the sellers provide for a call option in favor of Sabaf for the remaining 49% of MEC’s share capital (exercisable in 2028) and a put option in favor of the minority shareholders (exercisable from 2025 to 2028).
Thanks to the acquisition of the majority of MEC, Sabaf, already present in the market of hinges for household appliances through its subsidiaries CMI and Faringosi Hinges, becomes the leading manufacturer of hinges for household appliances in the western world. Furthermore, with the acquisition of MEC, the incidence of sales in the North American market will represent 26% of the group’s turnover, compared to 16% in 2022.
In connection with the acquisition transaction, the BoD resolved a reserved capital increase, in divisible form, against payment, for a maximum nominal amount of 1,153,345 euros, corresponding to 10.00% of the share capital, through the issue of a maximum no. 1,153,345 new shares. The board received the expression of will and the commitment to fully subscribe the capital increase by Montinvest, a company controlled by Fulvio Montipo (founder and president of Interpump Group).
The newly issued shares were then offered for subscription under a reserved placement at 15.01 euros per shareequal to the average market price of the Sabaf share recorded in June, increased by a premium of 0.52 euro per share (and therefore for a total value of 17,311,708.45 euro).
“Sabaf performs a important step towards its growth in the USAbecoming the main player in the western world and assumes global leadership in the design and production of hinges, a distinctive component for the quality of household appliances – commented theCEO Pietro Iotti – We found in the Cummins brothers full harmony with our corporate values, and shared the opportunities and the strong technical and commercial synergies that will emerge from the union of MEC with our group”.
“I myself and the president Claudio Bulgarelli, on behalf of the entire board of directors, are honored that Fulvio Montipò, master of business management in the world, has decided to support this initiative personally, a tangible sign of appreciation for our group and for our growth strategy”, he added.