KME finalized the agreement with Paragon for the transfer of control of Special Business
Milan, 18th December 2021
Intek Group S.p.A., investment company listed at the Milan Stock Exchange, announces today the signing of the final agreement between its controlled companies KME SE (“KME”) and KME Special Products GmbH & Co. KG (together “KME group”) and The Paragon Fund III (hereinafter “Paragon”) for the transfer of control of the Special business of KME group.
The executed agreement, by which the Special business will be contributed to a newco (“Newco”) owned 55% by Paragon and 45% by KME group, is the result of the fullfilment of conditions underlying the agreement reached between the parties on 15th June 2021, as already announced to the market.
With a commercial presence in over 70 countries, KME Special business has a highly recognized worldwide leadership in the production of copper moulds for the global steel industry as well as in the manufacturin of high corrosion resistance products mainly used in the naval and petrochemical industries. Perimeter of the transaction includes four manufacturing plants (based in Germany, Italy, US and China) as well as seven fully dedicated service centers (based in India, Mexico, Turkey, Spain, Russia and Ukraine) with over 1000 employees worldwide, revenues of around € 260 million and Ebitda of around € 44 million in Y2020. The transaction includes also the execution, at closing, of ancillary agreements ‐ both transitional and long term between KME group and Newco, e.g. Service, Lease and Supply agreements, as well as a shareholders agreement (the “Shareholders’Agreement”) regulating the relationships between the joint venture shareholders during the investment period and at exit. Closing of the transaction will be only subject to the merger control clearance by the German and Austrian competition authorities.
The transaction is financed by Paragon’s own/managed funds and a dedicated financing package provided by Hayfin Capital Management. At closing, KME will cash in a net amount of around € 200 million after a repayment of around € 20 million of intragroup working capital facilities and after having provided a € 32 million shareholder loan (the “KME vendor loan”) to Newco. The transaction will significantly improve KME net worth and reduce its net financial position pushingforward the overall group strategy of focusing on the core business of Rolled Products, that is expected to be very positive in this decade, also through additional add-ons.
Finally, through the joint venture structure, KME group will participate in the future value creation
of Special business led by Paragon, with strong and solid opportunities to further increase the returnout of the current transaction.