The group Saes Getters reduces its presence in the Nitinol sector, a particularly elastic nickel and titanium alloy, suitable for various sectors including the medical sector, and sells the companies US subsidiaries Memry Corporation and Saes Smart Materials, industry specialists for nearly a billion dollars to the US Resonetics. The title on the stock exchange at the opening he failed to price due to an excessive increase. In the late morning, 30,35 euros rose by 28,87%.
Cash will finance growth and distribution to stakeholders
Il sale price agreed to 900 million dollars (cash/debt free amount), corresponds to approx 17 times EBITDA adjusted relating to the scope of the sale in the period 1 October 2021-30 September 2022. This amount will be paid for cash, in a single solution, on the closing date, expected within this year.
THEliquidity contribution guaranteed by the operation “will allow the Italian group to finance an industrial plan oriented to growth, both organically and via external lines,” says a company statement. “The focus is on the areas of advanced packaging and new functional materials”. Part of the resources will be "also redistributed as a return for the stakeholders". The final price will be subject to possible adjustments, according to a calculation mechanism linked to the actual values of working capital and net financial position of the companies being sold on the closing date, says the company.
The perimeter of the sale of the business is located entirely in the USA
Il perimeter of the sale includes the entire production process of Saes in the market Notinol, vertically integrated (from Nitinol alloy smelting to component manufacturing) e located entirely in the USA.
The company emphasizes that it remains excluded from the perimeter of the sale of the Group's business in the sector of shape memory alloys for industrial applications (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 will be signed supply contract by Resonetics at Saes of the raw material in Nitinol necessary for the Group to continue its industrial SMA business. It also stays excluding from the perimeter of the sale the medical business of the Group that uses Nitinol-educated wires and Nitinol-based thermostatic actuators (already classified in the SMA Materials Business, within the Saes Industrial Division). 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.
