The SAES Group has signed a binding agreement for the sale to the US Resonetics of the Nitinol business and in particular of the US subsidiaries Memry Corporation and SAES Smart Materials. The perimeter of the operation includes the entire SAES production process in the market in question, vertically integrated (from the smelting of the Nitinol alloy to the production of components) and located entirely in the USA.
Resonetics, based in Nashua, New Hampshire, whose main shareholders are the global investment company Carlyle and the leading private equity fund GTCR, is active in the design and manufacture of devices for the medical and life sciences industries.
The agreed sale price is USD 900 million (cash/debt free amount), corresponding to approximately 17 times the adjusted Ebitda relating to the scope of the sale in the period October 1, 2021-September 30, 2022. This sum will be paid for cash, in a lump sum, on the closing date and the final price will be subject to possible adjustments. The transaction is expected to close in 2023, subject to the satisfaction of customary closing conditions, including receipt of regulatory clearances.
In the first nine months of 2022, the business subject to the sale achieved revenues of 90.8 million euros, an Ebitda of 36.3 million (40% as a percentage of revenues) and a net result of 24.5 million. In 2021, revenues amounted to 88 million, with an Ebitda of 30.9 million (35.2% in terms of percentage of revenues) and a net profit of 21.1 million. The net assets subject to the sale amounted to approximately €137.5 million as at 30 September 2022.
The price of 900 million dollars (approximately 857.1 million euros) entails a gross capital gain of approximately €719.6 million, which will be reduced by the costs associated with the transaction, currently estimated at approximately €135 million. The net capital gain of the SAES Group is therefore expected to be around €584.6 million.