4/11/2011 7:00 AM

NIBE acquires 31% of the shares in Schulthess and launches a voluntary public tender offer for the remaining shares, recommended by the Board of Directors of Schulthess

NIBE Industrier AB (publ) of Sweden (“NIBE”), one of the leading heat pump manufacturers in Europe, has signed individual share purchase agreements with several large shareholders in the Swiss heating, cooling and washing technology company Schulthess Group AG (“Schulthess”) to acquire in aggregate 31.13% of the shares in Schulthess (the “Share Purchases”). NIBE also announces a recommended voluntary public tender offer to the remaining shareholders in Schulthess to acquire their shares at the same price as in the Share Purchases of CHF 60 per share, to be paid 60% in cash and 40% in new NIBE B shares (the “Offer”). The shares in Schulthess are listed on the SIX Swiss Exchange.

  • The transaction will create a leading European provider of sustainable energy solutions, especially within heat pump technology.
  •   The Offer corresponds to a total equity value of CHF 638 million (SEK 4,463 million1).
  •   The Board of Directors and Management teams of both Schulthess and NIBE agree that the two groups complement each other well in terms of technological know‐how, product range, distribution channels and geographical reach.
  •   Through the transaction NIBE is expected to realise synergies of approximately SEK 82 million (CHF 12 million) in EBIT improvements on an annual basis. The full annual effect is anticipated to be realised in the financial year 2013.
  •   Based on 2010 figures NIBE’s pro forma net sales and EBIT would have amounted to approximately SEK 8,560 million (CHF 1,223 million) and SEK 909 million (CHF 130 million) respectively.
  •   Schulthess will be operated as a separate unit and be part of NIBE’s business area NIBE Energy Systems.

“This transaction is definitely NIBE’s largest to date, and I am convinced that it will be very successful. The transaction between Schulthess and NIBE represents a strategic match and is well in line with our long‐term strategy in the evolving sustainable energy solutions markets in Continental Europe. It is also pleasing that both businesses share the same entrepreneurial tradition, market experience and technological vision”, says Gerteric Lindquist, CEO of NIBE.

 

“As Chairman of Schulthess Group, I am convinced that together with NIBE, we become a strong market leading company for sustainable energy solutions. From an industrial standpoint, combining both companies into one group is very compelling and attractive from a financial perspective, for our shareholders. They will benefit in future from the outstanding potential of an excellent European company“ says Rudolf Kägi, Chairman of Schulthess.

 

1 Exchange rate used for all CHF/SEK conversion in this press release: 1 Swiss Franc (CHF) = 7.0 Swedish Krona (SEK).

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