Kingspan, a leader in high performance insulation and building envelopes, has announced that it has entered into an agreement with Ergon Capital Partners II NV and Bremhove NV, to acquire 100% of the shares of Steel Partners NV, the holding company of the Joris Ide Group.
Joris Ide is a pan-European manufacturer and supplier of insulated panels, profiles and related accessories, with leading market positions in France and the Benelux. It has five insulated panel manufacturing facilities in Belgium, Germany, Romania and Russia, and 11 regional manufacturing sites across Europe, which provide a uniquely complementary geographic footprint to Kingspan’s existing European insulated panel business.
The consideration for the business will be circa €315m inclusive of debt, which will vary depending on the specific amount of working capital and debt on completion. The consideration will be satisfied on completion partly in cash and by the assumption of debt, with the balance of the consideration satisfied by the issue of three million shares in Kingspan Group to Bremhove NV, which is the holding company of the founder and major shareholder Joris Ide.
In the 12 months to December 31st, Joris Ide had unaudited revenues of €465m and EBITDA of €36m. Revenues and adjusted EBITDA to December 31st were €435m and €28m respectively.
The existing management team of Joris Ide will be retained in the business, and will continue to manage and develop the business distinct from the Kingspan brand. The acquisition is conditional on regulatory clearance, and is expected to complete towards the end of the first quarter of 2015.
Kingspan also announces that it has negotiated €127.5m private placement loan notes with weighted average maturities of eight years. The weighted average coupon on the new notes is 1.92%. The proceeds will be primarily used to repay private placement loan notes which are due to mature in March 2015. Kingspan has also negotiated additional bilateral facilities of €190m. These facilities, together with cash and drawings from the previously undrawn Revolving Credit Facility, will be used to fund the Joris Ide and previously announced Vicwest acquisitions.