Centrotec SE / Key word(s): Takeover
Brilon, August 24, 2020
CENTROTEC SE (ISIN DE0005407506 / WKN 540750) today concluded a purchase agreement on the acquisition of all the shares of PARI Group AG, Steinhausen, Switzerland, at a provisional purchase price of EUR 6.51 per share. The total provisional purchase price comes to EUR 43,085,068. The sellers of the shares of PARI Group AG are Mr Guido A Krass, Chairman of the Supervisory Board of CENTROTEC SE, his wife Maren Krass and their two joint children Carl and Maja Krass as well as PARI Capital AG, Zurich, Switzerland, which is controlled by Mr Guido A Krass. Mr Krass and his wife together hold more than 50% of the shares of CENTROTEC SE. The sellers are related parties within the meaning of Section 111a (1) of the German Stock Corporation Act (AktG).
PARI Group AG is the holding company for a group of companies that includes 80% of CS Wismar GmbH as well as a comprehensive real estate portfolio with ancillary real estate services.
CS Wismar GmbH, with registered office in Wismar, Germany, is a solar module manufacturer. The products it makes at its Wismar location include high-quality, extra-durable glass-glass solar modules for use especially in building situations with a high internal consumption ratio. CS Wismar GmbH currently has around 110 employees, and in the 2019 financial year posted revenue of EUR 19.4 million and an operating result of EUR 0.5 million. For 2020, a marked rise in revenue to EUR 29.3 million is forecast. Its operating result before depreciation and amortization EBITDA level is expected to reach EUR 1.2 million. CENTROTEC SE believes ongoing decarbonisation in the heat generation sector coupled with steadily falling prices for battery storage will drive up demand for building-incorporated photovoltaic solutions in general, but especially for integrated systems for generating and storing electricity and heat. In acquiring CS Wismar GmbH, CENTROTEC SE is stepping up its efforts to expand the use of renewable energy sources for heat and fresh air supply in buildings. There is moreover scope for tapping sales synergies between CS Wismar GmbH and the operating companies of CENTROTEC SE in the two segments Gas Flue Systems and Climate Systems.
The real estate portfolio of PARI Group AG comprises the production plant of CS Wismar GmbH in Wismar, an almost fully let business park in Fürth with potential for structural development, as well as a portfolio property in a city centre location in Leipzig with a development site directly adjoining that property. In each case PARI Group AG directly or indirectly holds between 94% and 100% of the shares of the property and real estate companies in question. In all, the properties house a total space of 34,236 m2, by far the greater part of which is suitable for commercial letting. The total site area is 71,064 m2. The achievable gross annual income for the portfolio properties according to certified real estate valuation surveys is EUR 2.5 million. For the business park in Fürth and the land in Leipzig, there are also finished development concepts which would create 18,276 m2 in additional commercial and residential rental space.
The acquisition of PARI Group AG means a portion of the existing investment assets of CENTROTEC SE are being restructured as real estate assets. The widening of the real estate portfolio above and beyond the properties already owned by CENTROTEC and fresh access to the ancillary real estate services additionally have the goal of centralising and professionalising the management and further development of its own real estate portfolio. There is also scope for expanding the building services expertise of the CENTROTEC operating companies through close cooperation with the project developers that have their own portfolio of buildings.
The provisional purchase price reflects the net borrowings amounting to EUR 16.4 million for the respective equity interests, as well as working capital of EUR 4.2 million. The final purchase price will be determined retroactively based on the actual net borrowings identified and the working capital at the point when the transaction is completed.
The starting point for identifying the purchase price for the shares of PARI Group AG was a valuation of the shares of CS Wismar GmbH using the discounted cash flow (DCF) method and suitable benchmark multipliers. The portfolio properties were valued using the German income approach, and the project developments using the residual value method. All real estate valuations were substantiated by current valuations by independent, accredited experts.
To provide a basis for a neutral and independent assessment, a business expert assessment (fairness opinion) of the purchase price in line with the standard IDW S8 "Principles for the preparation of a fairness opinion" was commissioned from PricewaterhouseCoopers Wirtschaftsprüfungsgesellschaft GmbH, Frankfurt am Main. According to the opinion letter received, the purchase price is considered financially appropriate.
The Supervisory Board of CENTROTEC today approved the concluding of the purchase agreement without the participation of Supervisory Board Chairman Mr Guido A Krass. The transaction's completion remains subject to a range of completion conditions, in particular antitrust clearance by the German Federal Cartel Office. Completion is expected at the start of the fourth quarter of 2020.
CENTROTEC SE enjoys a presence in around 50 different countries through subsidiaries and sales partners. The principal group companies are Wolf, Brink Climate Systems and Ned Air in the Climate Systems segment, specialising in heating, climate control and ventilation technology e.g. in the form of solar thermal systems, CHP units and home ventilation systems with heat recovery, as well as Ubbink and Centrotherm in the Gas Flue Systems segment, with their focus on gas flue and air piping systems. CENTROTEC is consequently Europe's only listed full-service provider of heating and climate control technology, solar thermal systems and energy-saving solutions for buildings.
CENTROTEC SE, Am Patbergschen Dorn 9, D-59929 Brilon, Germany
ISIN: DE0005407506, WKN: 540750, home stock exchange: Frankfurt/ Main; indices: Prime All Share, Prime Industrial
For further information, contact:
CENTROTEC SE, Carsten Vogt, Investor Relations Manager, Tel: +49 (0)2961 96631-103
|Am Patbergschen Dorn 9|
|Phone:||+49 (0)2961 96631-0|
|Fax:||+49 (0)2961 96631-100|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1122415|
|End of Announcement||DGAP News Service|