Lindab announces that it has reached agreement with the main shareholders of Centrum Klima, S.A. a leading Polish HVAC systems manufacturer and distributor, to acquire 51.8 percent of the shares. The agreement comprises the acquisition of shares at PLN 14.5 per share, which as of yesterday 26 April represents a premium of 26.3 percent compared with the average share price during the past three months of trading, or 29.3 percent compared with the last trade today, 27 April. The transaction will be financed partly through the sale of treasury shares and is planned to be signed and completed on 30 April 2012. Pursuant to this acquisition, Lindab will announce on 2 May 2012, a cash tender offer for the remainder of the shares at the same price of PLN 14.5 per share
- Centrum Klima is based in Warsaw and listed on the Warsaw Stock Exchange. The company employs around 200 staff and had net sales of PLN 93 m (SEK 205 m) for the full year 2011, with an operating profit of PLN 10 m (SEK 23 m). Approximately 65 percent of sales derive from the Polish market with the majority of remaining sales to other parts of Europe.
- Lindab has agreed on the detailed terms of the transaction with shareholders of Centrum Klima controlling 51.8 percent of shares. The transaction will be completed through indirect acquisition of 51.8 percent stake in Centrum Klima. The intention of the parties is to sign the share purchase agreement and finalise the transaction on April 30.
- Pursuant to this acquisition, Lindab will announce on 2 May, a cash tender offer for the remainder of the shares at the same price of PLN 14.5 per share. The subscription period is expected to close towards the end of June.
- The transaction will be financed partly through the sale of a maximum of 1,000,000 treasury shares on NASDAQ OMX Stockholm at a price according to the mandate given by the AGM 11 May 2011, and partly through the existing credit facilities.
- The transaction costs are calculated at SEK 6-8 m and will be recorded as one-off costs in the second quarter of 2012.
- The acquisition is not subject to any approval from competition authorities and is planned for completion on Monday 30 April.
Lindab's CEO and President David Brodetsky comments: "The acquisition is an excellent strategic fit. It strengthens our position within Air Duct Systems and reinforces our distribution, while at the same time it addresses underperforming parts of our business and generates significant synergies."
Business Area Manager, Lindab Ventilation, Nils-Johan Andersson, comments: "Centrum Klima is the market leader in Poland, the largest and most attractive market in the CEE with good growth. Centrum Klima is a well-run company with steady annual growth of around 15 percent in the past six years and with an average operating margin around 10 percent, even during the downturn. We are pleased to be able to combine our strengths and importantly, to retain the successful management in Centrum Klima, which is central to our strategy going forward."