18th February 2019
Exclusive negotiations to acquire Thermocoax
for €158 million (£139 million)
Spirax-Sarco Engineering plc, the world leader in the control and efficient use of steam, electrical thermal energy solutions and peristaltic pumping and associated fluid path technologies, announces that it has entered into exclusive negotiations with a view to acquiring Thermocoax Developpement and all of its group companies (Thermocoax) from Chequers Capital, TCR Capital and other minority shareholders for a cash-free, debt-free consideration of €158 million (£139 million).
Thermocoax is a leading designer and manufacturer of highly engineered electrical thermal solutions for critical applications in high added value industries. Its core technology is mineral insulated (MI) cable, which comprises single or multiple conductor wires insulated by magnesium oxide, all enclosed within a tubular metal sheath. This construction is extremely robust compared with standard polymer insulated cables and highly resistant to extreme environments such as high temperatures, pressures, vibration and radiation. These cables are transformed into bespoke high value-added functional products, such as heaters and sensors, for specialised, highly certified, critical applications. A particular advantage of Thermocoax's cable heaters is that they are small in size and low in weight compared with conventional tubular heaters allowing precise delivery of heat.
Thermocoax is headquartered near Paris, France and has three manufacturing facilities in Normandy, one in Georgia, USA and a further facility in Heidelberg, Germany.
We anticipate that Thermocoax will become part of our Chromalox business and will significantly enhance our electrical process heating business, especially in Europe. Thermocoax enables us to address critical high value applications where product cost is a secondary concern to reliability and performance.
The U.S. market holds significant potential for Thermocoax. It has grown substantially there in the last five years but is constrained by lack of critical mass and local credentials. Chromalox has scale, contacts and reputation in the U.S. that can support faster penetration of the market as well as enhancing its offering to its own customers.
In Europe, Thermocoax is expected to strengthen our market position, capabilities and brand recognition in a broad range of attractive industries and applications beyond those where Chromalox currently operates.
In the rest of the world both Thermocoax and Chromalox rely mainly on agents and distributors and the potential combination of the two businesses will allow us to accelerate our direct sales investments in these markets.
In the year ended 31st December 2018, Thermocoax recorded revenues of €49.8 million (£43.9 million), EBITDA of €12.9 million (£11.4 million) and EBIT of €12.1 million (£10.7 million). In 2018, 54% of the company's revenues were in EMEA with 32% in the Americas and 14% in Asia Pacific. At 31st December 2018, Thermocoax's gross assets were €94.6 million (£83.0 million).
The purchase will be financed from existing cash and debt facilities and is expected to be accretive to Group earnings in 2019.
Upon completion of the exclusive negotiations, the transaction will require certain regulatory approvals in France, Germany and the USA. These regulatory approvals are expected to be satisfied during the second quarter of the year.
Nicholas Anderson, Group Chief Executive of Spirax-Sarco Engineering plc, said;
"We look forward to welcoming Thermocoax, its management and employees into the Spirax Sarco family. The combination of Thermocoax and Chromalox will significantly strengthen our electrical thermal energy solutions presence in Europe while expanding our technology and product offering worldwide. We believe that the global Spirax Sarco footprint will allow both businesses to expand more rapidly into new geographic areas providing sustainable value creation for customers and shareholders."
Enquiries:
Nicholas Anderson, Group Chief Executive
Kevin Boyd, CFO
Tel: 01242 535234
Cautionary statement
This announcement contains certain forward-looking statements with respect to the performance of Thermocoax. By their nature, these statements involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of this announcement and subject to applicable law or regulation we undertake no obligation to update these forward-looking statements.
About Spirax Sarco
Spirax-Sarco Engineering plc comprises two world-leading businesses, Spirax Sarco for steam and electrical thermal energy solutions and Watson-Marlow Fluid Technology Group for niche peristaltic pumps and associated fluid path technologies. Spirax Sarco provides a broad range of fluid control and electrical process heating products, engineered packages, site services and systems expertise for a diverse range of industrial and institutional customers. The business helps its end users to improve production efficiency, reduce energy costs, water usage and emissions, improve product quality and enhance the safety of their operations. Watson-Marlow Fluid Technology Group offers the ideal solution for a wide variety of demanding fluid path applications with highly accurate, controllable and virtually maintenance free pumps and associated technologies. The Group is headquartered in Cheltenham, England, has strategically located manufacturing plants around the world and employs over 7,400 people, of whom over 1,600 are direct sales and service engineers. Its shares have been listed on the London Stock Exchange since 1959 (symbol: SPX).
Further information can be found at www.spiraxsarcoengineering.com
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