SAF-HOLLAND acquires subsidiary of Georg Fischer AG and strengthens its market position in the European truck industry
• Pamplona Capital Management guarantees underwriting of new shares
• Profit and sales increase significantly in first half-year
Bessenbach, Germany, August 28, 2008 - SAF-HOLLAND S.A., a leading global supplier of complex, high-quality components and systems for the trailer and truck industry, and Georg Fischer AG, Schaffhausen (Switzerland), have agreed that SAF-HOLLAND will acquire all the capital shares of Georg Fischer Verkehrstechnik GmbH, Singen, a subsidiary of Georg Fischer AG. The acquisition is an important step in SAF-HOLLAND’s growth strategy as this move strengthens the Company’s position in the European market for fifth wheels and facilitates it to become a significant supplier for this product also of the European truck industry. It will be able to benefit from its experience as a market leader for fifth wheels in North America. Just 18 months after the merger of SAF and Holland, the Group is now completing its European product range with technologically leading products and expanding its European trailer business via the truck sector. All activities that have been initiated since the combination of the two companies SAF and Holland are developing speedily and smoothly. The transaction will further accelerate SAF-HOLLAND’s growth path.
“With the acquisition of Georg Fischer Verkehrstechnik GmbH, we are closing a strategic gap and can thus position ourselves as an international, comprehensive supplier and partner of the truck and trailer industry,” explains Rudi Ludwig, CEO of SAF-HOLLAND S.A.
Georg Fischer Verkehrstechnik GmbH, which produces and sells fifth wheels and trilex wheels for the commercial vehicle sector, generated sales in 2007 in excess of EUR 60 million with approximately 80 employees. SAF-HOLLAND is expecting from the transaction an above average positive effect on the overall result for 2009. Thereby SAF-HOLLAND will continue the existing business activities of the Singen-based company. The transaction requires the approval of the merger control authorities. The parties have agreed not to disclose the purchase price.
It is planned to finance the acquisition through a mix of funds from borrowings and additional equity. The SAF-HOLLAND S.A. Board of Directors intends to approve a capital increase from the authorized capital of less than 10 percent. SAF-HOLLAND intends to place the new shares with institutional investors and therewith to increase the free float. Pamplona Capital Partners, which currently holds more than 34.5 percent of the shares of SAF-HOLLAND S.A., intends to subscribe in a material way to the offering. Additionally they have agreed to provide a guarantee to underwrite all new shares that cannot be placed. “The Company can now make full use of the opportunities the market offers. This is why we wish to facilitate this transaction for SAF-HOLLAND and have on request of the Board made a guarantee to underwrite any new shares that are not placed,” said Martin Schwab, partner at Pamplona Capital Management.
SAF-HOLLAND has boosted its Group sales in the first half of 2008 by 11.3 percent to EUR 458.0 million (previous year: EUR 411.6 million). Adjusted EBIT improved by 23.8 percent to EUR 37.5 million (previous year: EUR 30.3 million). With an adjusted EBIT margin of 8.2 percent, the Company remained within its target range for 2008. Profit improved significantly during the reporting period from EUR 3.1 million to EUR 17.3 million. Despite a currently subdued environment, SAF-HOLLAND still expects to reach the lower bound of its forecasted target range of EUR 900 to 950 million sales and 8.0 to 8.5 percent adjusted EBIT margin for fiscal year 2008.
SAF-HOLLAND will release its half-year results on August 29, 2008.