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Clean Logistics SE / Key word(s): Mergers & Acquisitions
Publication of an insider information in accordance with Article 17 MAR
Clean Logistics takes over truck manufacturer GINAF Trucks Nederland B.V.
GINAF, a Dutch OEM, operates in the conversion and production of trucks in different fields of application such as construction, road cleaning and waste disposal, as well as agriculture and mining. Moreover, the company develops and produces fully electric, zero-emission trucks. In addition to battery-electric components, a hydropneumatic suspension system and a self-developed hydraulically driven front axle system are used, amongst others. GINAF plans sales revenues of approx. 10 million euros with a break-even EBITDA for 2022. The current maximum capacity on the existing premises is up to 200 vehicles per year.
The consideration for the acquisition of GINAF consists of three components. This encompasses a cash purchase price of EUR 1.8 million and 107,143 shares in Clean Logistics SE, which will be issued as part of a capital increase through contributions in kind. Finally, the seller receives up to 107,143 additional shares under certain conditions from a convertible bond that Clean Logistics SE also issues, provided that certain conditions have been met after four years (earn-out component). As part of the share components, the Clean Logistics SE share was valued at EUR 14 between the parties. The transaction is expected to be completed by the end of August 2022.
Information and Explanation of the Issuer to this News:
With the planned acquisition of 100% of the shares in GINAF, Clean Logistics is significantly expanding its business activities beyond the current conversion of existing vehicles. The acquisition will enable Clean Logistics to provide for the independent production of zero-emission hydrogen-powered trucks and buses within the group of companies. Through this acquisition of GINAF, Clean Logistics will have a group company with the status of an original equipment manufacturer (OEM) with the corresponding registration requirements for own vehicles in Europe.
GINAF has decades of experience and extensive know-how in the conversion of trucks from 3.5 tonnes up to 50 tonnes of special machinery and the corresponding spatial resources with its own production areas in Veenendaal, the Netherlands.
Far-reaching driving bans for conventional drive systems in large cities, which will become more stringent over the years, and the EU's announced phase-out of internal combustion engines by 2035 open up considerable market opportunities for Clean Logistics. Rising fuel prices and the German government's claim to significantly reduce CO2 emissions in the road transport sector are further driving factors that are accelerating the decarbonisation of road transport.
Dirk Graszt, CEO of Clean Logistics: 'GINAF's solutions are an excellent addition to our portfolio. GINAF has decades of know-how in heavy goods transport, experience in the approval of series production vehicles and the associated homologation as an OEM. Clean Logistics has developed fyuriant, an emission-free H2 40-tonne truck, and pyuron, a hydrogen-based bus for local public transport. Together, we are becoming an independent European manufacturer of battery-electric and fuel-cell electric vehicles in the transport sector at the highest technical level. Thanks to the maximum of 200 trucks of 3.5 tonnes and above that can be produced annually at GINAF, after the takeover we will also have the necessary capacities to develop corresponding market shares in the rapidly growing market of zero-emission heavy-duty transport at an early stage.'
Roeland van der Woude, CEO of GINAF: 'We are very pleased to have Clean Logistics as a strong partner at our side. The team around Dirk Graszt has extensive know-how, many years of experience and excellent market access. Together we will provide new impetus for our growth, shape the development of heavy goods transport of the future and drive the decarbonisation of the European transport sector.'
About Clean Logistics
The listed company Clean Logistics SE (ISIN DE000A1YDAZ7) is an enabler and technology leader in the mobility transition of commercial vehicles. As a producer of zero-emission trucks and buses, the Hamburg-based company is leading its customers from the transport, logistics and heavy goods traffic sectors into an emission-free future. This is enabled through a complete decarbonization of the drive system of existing and new vehicles. The vehicles, which are equipped with fuel cell electric drive systems using hydrogen as an energy storage medium, are manufactured in the company's own production facilities. Clean Logistics is pursuing the goal of making its products sustainable along the entire value chain. By continuously upgrading its product portfolio, Clean Logistics SE sustainably strengthens the marketability of its innovative, safe and durable solutions.
Clean Logistics SE includes, among others, the subsidiaries E-Cap Mobility GmbH - which develops electrified prototypes, small series and concepts for the industry and specializes in battery and fuel cell electric conversions of all mobility solutions - and furthermore Clean Logistics Technology GmbH, which focuses on the serial production of emission-free vehicles.
GINAF, founded in 1933, is a Dutch manufacturer of special trucks and battery electric trucks. Since the 1960s, GINAF has been developing and producing its own trucks as a homologated manufacturer for heavy-duty applications, such as 5-axle trucks up to 50 tonnes on public roads (NL) as well as for non-public special operations and special chassis for niche applications. In addition, GINAF modifies truck chassis from leading European manufacturers. For transport optimisation, GINAF has developed various vehicle systems, such as a hydro-pneumatic suspension system HPVS and the hydraulic front axle drive HydroAxle+.
Since 2012, GINAF has been developing battery-electric trucks based on Daimler Truck and DAF. GINAF's range extends from 3.5 to 50-tonne tractor units and, if required, also for significantly higher gross weights. In the meantime, fuel cell electric drive systems are also being installed as range extenders when converting to battery electric drives.
GINAF is headquartered in Veenendaal (NL). In addition to production, vehicle development also takes place there.
Contact at Clean Logistics:
Telephone: +49 (0)162 2872263
Contacts for business and financial media:
Eschersheimer Landstraße 42
25-Jul-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Clean Logistics SE
+49 40 2320 532 00
Regulated Unofficial Market in Berlin, Frankfurt (Basic Board), Munich; Paris
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