Anders Invest acquires Van Dam Machines

Anders Invest

On August 6th Anders Invest acquired Van Dam Machines. Van Dam, founded in 1962 and based in Amsterdam is one of the largest players in the world in the production and sale of printing machines for plastic and paper cups and trays, especially for the food industry. The company has a turnover of € 15-20 million and employs more than 60 people. It is the 16th investment for Anders Invest.

 

Van Dam is a world market leader in engineering, production and service of printing machines for plastic and paper packaging. The company has a worldwide customer base, consisting of printers and producers of packaging materials for the food industry. In its nearly 60 years of existence, the company has built up a large installed base of several thousand machines that can last up to 20 years, which is exceptional in this industry. Partly because of this, Van Dam has an extremely strong name in the market.

 

Van Dam, in close collaboration with an ink supplier and the largest customer, has developed a so-called In-Direct Flexo (IDF) technology with which the machines with the 4 CMYK colors can print all the required colors with a higher resolution than the conventional dry-offset technology and nevertheless at the same speed. Changeover times and batch sizes can therefore be reduced significantly. When printing paper packaging materials, IDF is the only technology capable of providing high-quality printing on this type packaging in an economical way. We expect that the paper packaging market will grow because of its sustainable image.

 

Van Dam assembles the machines in its factory in Amsterdam and sells them from the Netherlands and its American sales location in Fairfield to a worldwide clientele. The shares were acquired from director René Jepma, owner of Van Dam since 2009. The company is characterized by impressive technical expertise and a loyal and innovative team. Anders Invest is looking forward to be able to contribute to this great company. Van Dam is a good addition to our portfolio, which already has more machine manufacturing companies. Due to its exposure to the food industry it is in a robust business segment.

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The Carlyle Group and Stellex Capital Management to Acquire, Merge Maritime and Defense Companies Vigor Industrial and MHI Holdings

Carlyle

The Carlyle Group and Stellex Capital Management to Acquire, Merge Maritime and Defense Companies Vigor Industrial and MHI Holdings

Transaction to Create Bicoastal Platform of Scale Serving Defense and Commercial Customers

NEW YORK, NORFOLK, Va., PORTLAND, Ore. & WASHINGTON – Global investment firm The Carlyle Group (NASDAQ: CG) and private equity firm Stellex Capital Management today announced a definitive agreement to acquire and merge Vigor Industrial LLC, an infrastructure, defense, and maritime services company based in Portland, Oregon, and MHI Holdings LLC, a ship repair, maintenance, and other ship husbandry services company based in Norfolk, Virginia.

The combined company will create a bicoastal leader in critical ship repair services and commercial and defense-related fabrication services. Key customers include the U.S. Navy, U.S. Coast Guard, Military Sealift Command, Boeing, cruise lines, fishing fleets, barges and ferry services for local and state governments, and other key commercial and defense customers.

The transaction is subject to customary closing conditions and is expected to close by the end of the third quarter 2019. Financial terms were not disclosed.

Frank Foti, President and CEO of Vigor, said, “Through this transaction, Vigor gains responsible, forward-thinking investors who will seek to build on our current platform while maintaining a values-driven culture. In addition, we are excited to join forces with a company of MHI’s caliber which has a history of delivering strong results and shares our mission to serve the people who protect our country every day. This evolution takes us where we want to go, growing sustainable jobs into the future.  I’m excited to be an investor in this adventure and to be a part of what’s to come.”

Tom Epley, President and CEO of MHI, said, “MHI is stronger than it has ever been, and we’ve successfully executed our strategy of delivering cost effective maintenance and repair solutions to the U.S. Navy, a job we take very seriously.  We are excited to continue our partnership with Stellex and look forward to working with The Carlyle Group and our new colleagues at Vigor.  The MHI leadership team and our 800 employees across MHI Ship Repair, Seaward Marine and Accurate Marine remain committed to our mission.”

Derek Whang, Principal at The Carlyle Group, said, “We look forward to working with our partners at Stellex, Vigor and MHI to create a stronger combined company of scale, capable of providing differentiated, coast-to-coast services to the U.S. Navy, U.S. Army and other defense, infrastructure, and maritime customers.  Together, Vigor and MHI are well positioned with their unique, national assets to grow in the highly attractive ship repair and fabrication markets, supported by compelling sector dynamics.”

David Waxman, Managing Director at Stellex Capital, said, “We are thrilled to have partnered with the MHI management team to grow the business over the last four years, including through the acquisitions of Accurate Marine and Seaward Marine, and look forward to working with the combined management teams as we expand our geographical and customer mix.  MHI’s commitment to its customers and its employees has been the foundation of its growth, and we welcome the partnership with Carlyle and Frank Foti in this next stage.”

The Carlyle Group will become majority owner of the combined company. Equity for the investment will come from the Carlyle U.S. Equity Opportunity Fund II, a $2.4 billion fund that focuses on middle-market and growth companies in the United States and Canada. As part of the transaction, Stellex Capital, MHI’s existing owner, will contribute new equity to the platform, while Vigor’s CEO Frank Foti will roll a portion of his existing Vigor ownership stake into the combined company.

A CEO search is underway for the new company. Tom Rabaut, former President and CEO of United Defense and a current Operating Executive at The Carlyle Group, and Admiral James Stavridis, a retired 4-star U.S. Navy officer, former NATO Alliance Supreme Allied Commander, and a current Operating Executive at The Carlyle Group, will both join the Board of Directors. Mr. Foti will also join the Board of Directors as Vice Chairman and will continue as Vigor’s CEO until a new CEO is retained. Tom Epley will continue to lead the MHI business.

Vigor Industrial LLC, majority-owned by CEO Frank Foti, is a provider of complex fabrication and ship repair services. It employs 2,300 people and operates eight drydocks across the Pacific Northwest and Alaska, including the largest floating drydock in North America. Vigor excels at ship repair, specialized shipbuilding, and other complex fabrication projects in support of aerospace, defense, and infrastructure end markets. While the company is widely known for building ferries, it also builds high-performance military craft for the United States and other allied foreign governments.

MHI Holdings LLC, owned by Stellex Capital, is a leading provider of full-range ship maintenance, repair, and modernization services to the U.S. Navy and Military Sealift Command in Norfolk, Virginia. MHI also provides hull cleaning, ship husbandry services, underwater painting and inspections, wastewater treatment, and chemical cleaning services globally. MHI is one of the only private shipyards in Norfolk that can service large surface combatants and amphibious ships.

Latham & Watkins LLP served as legal advisor to The Carlyle Group and Stellex Capital Management. DLA Piper served as legal advisor to MHI Holdings LLC and Stellex Capital Management. BofA Merrill Lynch, BNP Paribas, and Credit Suisse have agreed to provide debt financing for the transaction. Capstone Headwaters served as exclusive financial advisor to Vigor Industrial LLC, and K&L Gates LLP served as Vigor’s legal advisor.

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Alvic Group welcomes investment from KKR and Arta Capital

KKR

KKR and Arta will support Alvic in its international expansion plans

Spain, 23rd of July 2019: Alvic Group reached an agreement on the terms of an investment from KKR, a leading global investment firm, and Arta Capital, a Spanish midmarket private equity firm sponsored by the financial and investment group Grupo March.

Alvic is a leading Spanish panel and componentry manufacturer for kitchen and office furniture with more than 70% of its revenues coming from outside Spain. The current team led by Javier Rosales will continue managing the company.

Founded in Vic (Catalunya) in 1965 as Madetres, by Alejandro Rosales, the company started as a small manufacturer of custom-sized kitchen furniture. Today, Alvic owns and operates four state-of-the-art manufacturing facilities across Spain (in Andalusia and Catalonia) and a recently inaugurated 30,000 square metre manufacturing plant in Auburndale, Florida. In addition, the group plans to open new manufacturing capabilities in Alcaudete, Andalusia and one in Solsona, Catalonia for flat pack furniture.

The group’s offering has extended through the kitchen value chain selling high-end laminated panels, finished components (doors and cabinets), ready-to-assemble custom-sized furniture, and finished products through multiple channels such as partner-distributors, DIY retailers, direct to manufacturers and a network of 28 “Alvic Centers.” Additionally, the group sells office furniture under the brand “Ofitres,” and readymade kitchen/bathroom furniture under the brand “Faro.”

KKR and Arta will support the Rosales family in its next generation of innovation and international expansion by leveraging the new investors’ extensive experience, network and reach. The transaction builds on KKR’s successful track record in Spain and globally of working with family-led businesses to support their growth objectives and further scale their businesses. KKR has invested over $5 billion in Spain since 2010 across multiple asset classes including private equity infrastructure and real estate, supporting leading Spanish businesses. Arta Capital is one of the most active investors in the Iberian market with €800 million under management, and having successfully invested in 14 leading companies since 2008.

Alvic, with the support of its new investors, will continue its strategy of building its strong industrial innovation and will leverage the brand through its new US manufacturing facility, which will serve as the cornerstone to deliver Alvic’s high quality and design products into a highly attractive and growing market.

With its new investors, the company will be focused on investing in its commercial excellence capabilities for its core markets, continued investment in functional innovation and design and the opening of new facilities.

KKR and Arta have been impressed by Alvic’s industrial and commercial capabilities and are excited for the opportunities that lie ahead.

KKR’s investment will be made through its European private equity funds.

About Alvic Group
Founded in 1965 in Catalonia, Spain, the Alvic Group is a leading manufacturer and distributor of cabinetry and furniture panels for home and commercial use. Through its brands, among which are Alvic, Ofitres or Madetres, it provides home and office solutions to its customers in 97 markets. A family-led business, Alvic began expanding into new markets in 2011 through the opening of new distribution points in the United States, Canada and Australia. Since its founding, innovation has been at the heart of the business and products, and the company has been recognized as one of the “500 most innovative companies in Europe” by the Enterprises 500 Awards. In its more than fifty-year history it has received additional awards including the Golden Palustre of APCE for its track record, and the IDEAL Awards for the Company of the Year in the field of economics, among others. For more information, please visit https://www.grupoalvic.com/es/.

About KKR
KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE:KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

About Arta Capital
Arta is a Spanish midmarket private equity firm sponsored by Corporación Financiera Alba/March Group. During the last 10 years, Arta has successfully invested in 14 leading Iberian companies. Arta Capital, with €800 million under management, is currently investing from its second fund, Arta Capital II. For additional information, please visit www.artacapital.com

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Sale of Bosch Packaging Technology: CVC and Bosch reach an agreement

CVC Capital Partners selected for its growth strategy and broad industrial expertise

Bosch plans to sell its packaging machinery business, based in Waiblingen, to a newly incorporated entity managed by CVC Capital Partners (CVC). The company and its Pharma and Food units will remain intact. Based in Luxemburg, CVC is a leading private equity and investment advisory firm with 24 offices in Europe, Asia, and the United States. It currently manages more than US$75 billion of assets.

The parties signed an agreement on July 11, 2019 effecting the transfer of the entire packaging technology business and its 6,100 associates in 15 countries. It has been agreed that the purchase price and other details of the purchase agreement will not be disclosed. Completion of the sale is subject to the approval of various bodies, including antitrust authorities, and is expected to close at the turn of the year.

Positive prospects for the Packaging Technology business

Dr. Alexander Dibelius, Managing Partner of CVC, said: Bosch Packaging Technology is a strong company in an attractive market with long-term growth prospects. Packaging Technology has an excellent reputation for quality and innovation, a broad product range, a global footprint, and experienced associates. Together with the management team, we will work to take the business forward in the years ahead, and to make it even more competitive.”

Dr. Stefan König, the President of Robert Bosch Packaging Technology GmbH, said: “My colleagues and I in executive management regard this new partnership with CVC as a huge opportunity for our future success. Just under two years ago, we completely modified our strategy. It now includes working on a completely new range of smart and sustainable process and packaging technologies. This will allow us to offer our customers even more attractive product solutions and services in the future. Our customers and our associates will benefit from the progress we have made.”

Dr. Stefan Hartung, member of the board of management of Robert Bosch GmbH and chairman of the supervisory board Robert Bosch Packaging Technology GmbH, said: “With its experience in growing companies over the long term, its broad industrial expertise, and its viable strategy for taking the division forward, CVC was the right choice for us. The growth concept it has presented, as well as the investments it plans to make, are very promising. For Packaging Technology and all its associates, our aim was to find a reliable new owner with a long-term approach, under whose leadership the business can develop successfully. We have achieved just that.”

Bosch is consolidating its resources

Bosch announced a year ago that it was looking for a buyer for its packaging technology business. The company is giving increasing attention to mobility and connectivity over the internet of things. It is focusing its existing resources on areas of future importance, such as shaping the transformation process and preparing for further digitalization. Bosch firmly believes that the Packaging Technology division’s competitiveness, and thus also its future viability, can be further enhanced through this new partnership, and that significant stimuli for growth can be created.

 

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Ardian sells Schleich to partners group

Ardian

70 percent increase in sales within five years underlines the successful repositioning of one of the world’s oldest toy companies and the successful expansion of Schleich’s themed worlds

Frankfurt am Main / Schwäbisch Gmünd, July 09, 2019 – Ardian, a world-leading independent investment company, is selling toy manufacturer Schleich to Partners Group, a global private markets investment manager. No financial details will be disclosed, and the closing of the transaction is still subject to antitrust clearance.
Schleich looks back on a rich tradition. Founded in 1935, it is one of the largest toy manufacturers in Germany and an internationally leading supplier of realistic figurines and playsets. Since Ardian invested in Schleich in 2014, the company has increased its sales from €106 million to €183 million today. The number of employees increased from around 340 to 400 over the same period.
This positive development is driven by strong sales growth in Schleich’s home market – in 2018 alone, sales in Germany[1] increased by 26 percent and the market share in the toys market increased from 2.9 percent to 3.4 percent[2]. In addition, the company has expanded into new markets and, for example by the successful launch of new product lines, boosted sales in existing foreign markets. Particularly popular is the new product category of playsets that has been introduced in 2014 and now accounts for a meaningful proportion of total product sales. Although Germany is still the primary sales market for the playsets, the international market launch is subsequently being implemented. This offers further significant growth potential, which Schleich will be able to build on in the coming years with the support of Partners Group.
The playsets exemplify Ardian’s successful collaboration with the management team led by CEO Dirk Engehausen, CFO/COO Sascha Krines, and CSO Udo Rother in revitalizing and expanding the product range. In recent years, Schleich has further developed the product range of classic single figurines such as animals and dinosaurs into play worlds. These play worlds offer not only figurines but also playing environments such as a horse farm with show grounds, a farmhouse with stable and animals or the elves’ flower house. Furthermore, all-new themed worlds were introduced. The product range now covers a wide range of age and interest groups: Horse Club for horse fans has become one of the strongest play lines in the range, the Eldrador and bayala product lines are aimed at fantasy lovers and the themed worlds Farm World and Wild Life expand the play concept of the traditional animal figurines.
Moreover, Schleich Management, together with Ardian, has carried out numerous strategic, structural and organizational measures. For example, the products now cover a much larger price range to appeal to a wide segment of buyers and buying occasions, from low-priced spontaneous purchases to Christmas gifts. Thanks to the optimization of the supply and value chain, the creation of new key positions in extended management, and the introduction of SAP, Schleich is now in an outstanding position to enter the next phase of growth.
Fabian Wagener, Managing Director in Ardian’s Buyout team, said: “After five years of continued growth, Schleich is in a great position. We would like to thank Schleich’s management and employees for the great job they did over the past five years – be it in the further development of the product range, marketing and sales work, internal processes and structures or the supply chain. With the playsets and play worlds, Schleich has secured a place in the hearts of parents and children. We are happy to have contributed to the successful development of this history-rich company.”
Dirk Engehausen, CEO of Schleich, said: “At the product and the company level, Schleich is more than ever competing on equal terms with the best-known brands in the toys industry while remaining true to its tradition and values. Without the active support of Ardian, this development would not have been possible at this speed and consistency. We would like to thank Ardian for its confidence in the management, the great candour and close interaction in the cooperation. Schleich and our team are well prepared and highly motivated to take the next step on this path with Partners Group and we are looking forward to this cooperation.”

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$ 90bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.
Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world.
Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with 610 employees working from fifteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). It manages funds on behalf of around 880 clients through five pillars of investment expertise: Funds of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.
Ardian on Twitter @Ardian

ABOUT PARTNERS GROUP

Partners Group is a global private markets investment management firm with EUR 73 billion (USD 83 billion) in investment programs under management in private equity, private real estate, private infrastructure and private debt. The firm manages a broad range of customized portfolios for an international clientele of institutional investors. Partners Group is headquartered in Zug, Switzerland and has offices in Denver, Houston, Toronto, New York, São Paulo, London, Guernsey, Paris, Luxembourg, Milan, Munich, Dubai, Mumbai, Singapore, Manila, Shanghai, Seoul, Tokyo and Sydney. The firm employs over 1,200 people and is listed on the SIX Swiss Exchange (symbol: PGHN) with a major ownership by its partners and employees.

ABOUT SCHLEICH

Founded more than 80 years ago by Friedrich Schleich in Schwäbisch Gmünd, the company is one of the largest toy manufacturers in Germany and a leading international provider of original play worlds. The famous figurines from Schleich are sold in more than 50 countries and have conquered children’s bedrooms the world over. The design of Schleich play worlds, the creation of the required tools and the quality and safety tests are done in Germany. The production itself takes place at the company’s headquarters in Schwäbisch Gmünd and in a number of production facilities in other countries.

ADVISORS TO THE TRANSACTION

Ardian team: Fabian Wagener, Stefan Kappis
M&A: J.P. Morgan (Michele Iozzolino)
Legal: Milbank (Dr. Norbert Rieger, Dr. Sebastian Heim, Dr. Matthias Schell)
Commercial: McKinsey & Company (Dr. Tobias Eichner, Dr. Marcus Jacob)
Financial: PricewaterhouseCoopers (Peter Gröninger)
Tax: Taxess (Gerald Thomas, Richard Schäfer)

PRESS CONTACT

Ardian
Charles Barker
TOBIAS EBERLE, PETER STEINER
ardian@charlesbarker.de
Tel: +49 69 794090-24 /-27

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Bain Capital Private Equity and The Carlyle Group announce intention to launch voluntary public takeover offer for OSRAM

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Carlyle

  • Highly attractive offer price of EUR 35.00 per share
  • Offer presents premium of 27.7 percent over the volume-weighted average stock exchange price in the last month prior to 3 July 2019, i.e. the day on which OSRAM published its ad-hoc announcement
  • Management and Supervisory Board of OSRAM fully support the Offer
  • Offer is result of an extensive due diligence process and intense negotiations
  • Offer subject to a minimum acceptance threshold of 70 percent of all OSRAM shares

Munich – Luz (C-BC) Bidco GmbH, a holding company jointly controlled by investment funds advised and/or affiliated with Bain Capital Private Equity (“Bain Capital”) and The Carlyle Group (“Carlyle”) (together the “Investors”), today announced its decision to launch a voluntary public takeover offer to all shareholders of OSRAM Licht AG (“OSRAM” or the “Company”) for the acquisition of all outstanding OSRAM shares (the “Offer”).

OSRAM is a global lighting technology group, offering a wide portfolio of lighting and photonics products deployed in automotive, industry, mobile and infrastructure end market applications. Until early 2018, the Company benefited from strong demand and enjoyed a particularly favourable environment due to supply constraints in the LED market. However, since then OSRAM has faced continued increasing strategic and operational challenges, in particular because the demand across lighting, automotive and consumer markets in general has deteriorated significantly. In addition, parts of OSRAM’s business activities are exposed to declining end markets. Against this background, OSRAM’s Management Board has initiated a far-fetching longer-term transformation plan in November 2018.

The Investors have the clear intent to work with the Management Board of OSRAM to continue and accelerate that complex and extensive transformation plan, including ongoing reorganization measures. Furthermore, they intend to significantly invest in technologies with growth potential, which will lay the foundation for future organic growth of OSRAM. Accomplishing these goals will require considerable time, effort and investments. In order to sustainably achieve this, and also in light of the complex and cyclic businesses of OSRAM, the Investors believe that only private ownership without pressure and control from the market will provide the Management Board of OSRAM with an environment to execute necessary changes in the best interest of the Company and all its stakeholders.

The Investors offer OSRAM shareholders a consideration of EUR 35.00 in cash per OSRAM share, which represents a highly attractive premium of 27.7 percent over the volume-weighted average stock exchange price in the last month prior to 3 July 2019, i.e. the day on which OSRAM published its ad-hoc announcement. The value of the proposed Offer represents a total equity value of approximately EUR 3.4 billion and a total enterprise value of approximately EUR 4.0 billion of OSRAM. This equates to a multiple of 12.5-13x based on current adjusted EBITDA consensus forecasts of EUR 314 million for OSRAM for 2019 whereas historically, the Company has been valued with an average NTM multiple of 6-7x. In addition, the Investors are of the view that the current share price does not fully reflect the continued deterioration in OSRAM’s financial performance and the uncertainty about the Company’s overall future since 2018. Quite to the contrary, the Investors believe that the current share price was backed due to market speculation about a possible takeover and its significant media coverage since 2018. Based on their intense work and due diligence, the Investors are therefore convinced that the offer price of EUR 35.00 is a unique opportunity for OSRAM shareholders to realise a maximum immediate and certain value uplift for their OSRAM shares independent of the challenging outlook for the Company.

Completion of the Offer will be subject to a minimum acceptance threshold of 70 percent of all OSRAM shares and further customary conditions, including merger control and foreign investment control approvals.

Management and Supervisory Board of OSRAM fully support the Offer

The terms and conditions of the Offer are the results of an extensive due diligence process and intense negotiations and have become contractual in an investment agreement between Bain Capital, Carlyle and OSRAM. The investment agreement also details certain commitments by Bain Capital and Carlyle with regard to operations, material assets and employees of the Company, including existing works and collective bargaining agreements. The Investors intend to continue the constructive dialogue with OSRAM’s employees which forms an integral part of the Company’s culture. At the same time, the investment agreement also takes into account that the Company is operating in a highly challenging, volatile market environment which requires continued flexibility.

The Management and Supervisory Board of OSRAM fully support the Offer and believe that the transaction is in the best interest of the Company, its shareholders, employees, and other stakeholders. Subject to a careful review of the Offer document and their fiduciary duties, they intend to recommend OSRAM shareholders to accept the Offer in their reasoned statement.

Dr. Michael Siefke, a Managing Director at Bain Capital Private Equity, said: “During the past 100 years OSRAM has firmly established itself as a leading lighting company, but it currently faces enormous operational and strategic challenges. It is in the midst of a complex and profound transformation and has to deal with significant economic headwinds. We believe Bain Capital and Carlyle are ideally positioned to support OSRAM in overcoming these challenges and to achieve sustainable business success, thus creating value for all stakeholders. The Company will benefit from our combined global network, deep industry knowledge and the comprehensive support we will bring to bear.”

Gregor Boehm, a Managing Director at The Carlyle Group, added: “Bain Capital and Carlyle believe in the long-term potential of OSRAM. We are prepared to support the Company over the long period of time it will take to master the comprehensive challenges it is facing. At this critical juncture in OSRAM’s strategic development, we are uniquely positioned as the right partners to assure a sustainably successful future for the Company and its stakeholders. Private ownership by Bain Capital and Carlyle will give OSRAM and its management the opportunity to focus on its transformation and strategy execution without distraction and ongoing pressures from the equity capital markets.”

For more than 30 years, each of Bain Capital and Carlyle have built strong track records of consistent value creation at their portfolio companies by focusing on growth and partnering with management. Both investment firms can also leverage and combine their extensive individual experiences across the industrial technology, semi-conductor and automotive sectors, having supported companies such as Sensata, NXP, Toshiba Memory, AZ Electronic Materials, Freescale Semiconductor, Axalta and Allison Transmission in accelerating growth and strengthening their market positions.

Further information about the Offer

Credit Suisse, Goldman Sachs, J.P. Morgan and Macquarie Group are lead financial advisors, and Kirkland & Ellis is legal advisor to Bain Capital and Carlyle.

The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved its publication. The offer document and all other information about the Offer will be published on the following website:

www.luz-angebot.de

www.luz-offer.com

 

Media contacts:

FTI Consulting

Hans G. Nagl

T     +49 (0) 89 20 300 6465

M   +49 (0) 170 639 539 1

E     hans.nagl@fticonsulting.com

 

Oliver Müller

T     +49 (0) 30 288 744 225

M   +49 (0) 170 360 53 60

E     oliver.mueller@fticonsulting.com

 

Louisa Feltes

T     +44 (0) 20 3727 1166

M   +44 (0) 7795 396 835

E    louisa.feltes@fticonsulting.com

 

For Bain Capital

Hazel Stevenson

T     +44 (0) 20 375 74 989

M   +44 (0) 798 600 97 20

E     hazel.stevenson@camarco.co.uk

 

Ed Gascoigne-Pees

T     +44 (0) 20 375 74 984

M   +44 (0) 788 400 19 49

E     ed.gascoigne-pees@camarco.co.uk

 

For The Carlyle Group

Catherine Armstrong

T     +44 (0) 20 7894 1632

M   +44 (0) 788 000 6200

E     catherine.armstrong@carlyle.com

 

Rory Macmillan

T     +44 (0) 20 7894 1630

M   +44 (0) 7557 743679

E     roderick.macmillan@carlyle.com

 

Katharina Gebsattel

M   +49 (0) 172 718 6857

E    katharina.gebsattel@vub.de

 

About Bain Capital Private Equity

Since 1984, Bain Capital has a long-standing track record of supporting its portfolio companies in growing organically and through buy-and-build strategies. Bain Capital has made primary and add-on investments in approximately 875 companies to date. In addition to private equity and its key vertical industries, Bain Capital invests across asset classes including credit, public equity, venture capital and real estate. Bain Capital’s global team currently consists of more than 240 private equity investment professionals in 18 offices all over the world, managing approximately USD 105 billion in total and leveraging the firm’s shared platform to capture opportunities in strategic areas of focus.

For more information, visit www.baincapitalprivateequity.com

 

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With USD 222 billion of assets under management as of 31 March 2019, Carlyle’s purpose is to invest wisely and create value on behalf of our investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,725 people in 33 offices across six continents.

Web: www.carlyle.com

Videos: https://www.youtube.com/user/OneCarlyle

Tweets: http://www.twitter.com/onecarlyle

Podcasts: http://www.carlyle.com/about-carlyle/market-commentary

 

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document. Investors and shareholders of OSRAM are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer. The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities law of the United States of America. Any contract that is concluded based on the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

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Bain Capital Private Equity and The Carlyle Group announce intention to launch voluntary public takeover offer for OSRAM

BainCapital

MUNICH, July 4, 2019 – Luz (C-BC) Bidco GmbH, a holding company jointly controlled by investment funds advised and/or affiliated with Bain Capital Private Equity (“Bain Capital”) and The Carlyle Group (“Carlyle”) (together the “Investors”), today announced its decision to launch a voluntary public takeover offer to all shareholders of OSRAM Licht AG (“OSRAM” or the “Company”) for the acquisition of all outstanding OSRAM shares (the “Offer”).

OSRAM is a global lighting technology group, offering a wide portfolio of lighting and photonics products deployed in automotive, industry, mobile and infrastructure end market applications. Until early 2018, the Company benefited from strong demand and enjoyed a particularly favourable environment due to supply constraints in the LED market. However, since then OSRAM has faced continued increasing strategic and operational challenges, in particular because the demand across lighting, automotive and consumer markets in general has deteriorated significantly. In addition, parts of OSRAM’s business activities are exposed to declining end markets. Against this background, OSRAM’s Management Board has initiated a far-fetching longer-term transformation plan in November 2018.

The Investors have the clear intent to work with the Management Board of OSRAM to continue and accelerate that complex and extensive transformation plan, including ongoing reorganization measures. Furthermore, they intend to significantly invest in technologies with growth potential, which will lay the foundation for future organic growth of OSRAM. Accomplishing these goals will require considerable time, effort and investments. In order to sustainably achieve this, and also in light of the complex and cyclic businesses of OSRAM, the Investors believe that only private ownership without pressure and control from the market will provide the Management Board of OSRAM with an environment to execute necessary changes in the best interest of the Company and all its stakeholders.

The Investors offer OSRAM shareholders a consideration of EUR 35.00 in cash per OSRAM share, which represents a highly attractive premium of 27.7 percent over the volume-weighted average stock exchange price in the last month prior to 3 July 2019, i.e. the day on which OSRAM published its ad-hoc announcement. The value of the proposed Offer represents a total equity value of approximately EUR 3.4 billion and a total enterprise value of approximately EUR 4.0 billion of OSRAM. This equates to a multiple of 12.5-13x based on current adjusted EBITDA consensus forecasts of EUR 314 million for OSRAM for 2019 whereas historically, the Company has been valued with an average NTM multiple of 6-7x. In addition, the Investors are of the view that the current share price does not fully reflect the continued deterioration in OSRAM’s financial performance and the uncertainty about the Company’s overall future since 2018. Quite to the contrary, the Investors believe that the current share price was backed due to market speculation about a possible takeover and its significant media coverage since 2018. Based on their intense work and due diligence, the Investors are therefore convinced that the offer price of EUR 35.00 is a unique opportunity for OSRAM shareholders to realise a maximum immediate and certain value uplift for their OSRAM shares independent of the challenging outlook for the Company.

Completion of the Offer will be subject to a minimum acceptance threshold of 70 percent of all OSRAM shares and further customary conditions, including merger control and foreign investment control approvals.

Management and Supervisory Board of OSRAM fully support the Offer

The terms and conditions of the Offer are the results of an extensive due diligence process and intense negotiations and have become contractual in an investment agreement between Bain Capital, Carlyle and OSRAM. The investment agreement also details certain commitments by Bain Capital and Carlyle with regard to operations, material assets and employees of the Company, including existing works and collective bargaining agreements. The Investors intend to continue the constructive dialogue with OSRAM’s employees which forms an integral part of the Company’s culture. At the same time, the investment agreement also takes into account that the Company is operating in a highly challenging, volatile market environment which requires continued flexibility.

The Management and Supervisory Board of OSRAM fully support the Offer and believe that the transaction is in the best interest of the Company, its shareholders, employees, and other stakeholders. Subject to a careful review of the Offer document and their fiduciary duties, they intend to recommend OSRAM shareholders to accept the Offer in their reasoned statement.

Dr. Michael Siefke, a Managing Director at Bain Capital Private Equity, said: “During the past 100 years OSRAM has firmly established itself as a leading lighting company, but it currently faces enormous operational and strategic challenges. It is in the midst of a complex and profound transformation and has to deal with significant economic headwinds. We believe Bain Capital and Carlyle are ideally positioned to support OSRAM in overcoming these challenges and to achieve sustainable business success, thus creating value for all stakeholders. The Company will benefit from our combined global network, deep industry knowledge and the comprehensive support we will bring to bear.”

Gregor Boehm, a Managing Director at The Carlyle Group, added: “Bain Capital and Carlyle believe in the long-term potential of OSRAM. We are prepared to support the Company over the long period of time it will take to master the comprehensive challenges it is facing. At this critical juncture in OSRAM’s strategic development, we are uniquely positioned as the right partners to assure a sustainably successful future for the Company and its stakeholders. Private ownership by Bain Capital and Carlyle will give OSRAM and its management the opportunity to focus on its transformation and strategy execution without distraction and ongoing pressures from the equity capital markets.”

For more than 30 years, each of Bain Capital and Carlyle have built strong track records of consistent value creation at their portfolio companies by focusing on growth and partnering with management. Both investment firms can also leverage and combine their extensive individual experiences across the industrial technology, semi-conductor and automotive sectors, having supported companies such as Sensata, NXP, Toshiba Memory, AZ Electronic Materials, Freescale Semiconductor, Axalta and Allison Transmission in accelerating growth and strengthening their market positions.

Further information about the Offer

Credit Suisse, Goldman Sachs, J.P. Morgan and Macquarie Group are lead financial advisors, and Kirkland & Ellis is legal advisor to Bain Capital and Carlyle.

The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved its publication. The offer document and all other information about the Offer will be published on the following website:

www.luz-angebot.de
www.luz-offer.com

 

About Bain Capital Private Equity
Since 1984, Bain Capital has a long-standing track record of supporting its portfolio companies in growing organically and through buy-and-build strategies. Bain Capital has made primary and add-on investments in approximately 875 companies to date. In addition to private equity and its key vertical industries, Bain Capital invests across asset classes including credit, public equity, venture capital and real estate. Bain Capital’s global team currently consists of more than 240 private equity investment professionals in 18 offices all over the world, managing approximately USD 105 billion in total and leveraging the firm’s shared platform to capture opportunities in strategic areas of focus.
For more information, visit www.baincapitalprivateequity.com

About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With USD 222 billion of assets under management as of 31 March 2019, Carlyle’s purpose is to invest wisely and create value on behalf of our investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,725 people in 33 offices across six continents.
Web: www.carlyle.com 
Videos: https://www.youtube.com/user/OneCarlyle 
Tweets: http://www.twitter.com/onecarlyle
Podcasts: http://www.carlyle.com/about-carlyle/market-commentary

Important Notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document. Investors and shareholders of OSRAM are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer. The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities law of the United States of America. Any contract that is concluded based on the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

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AURELIUS sells Solidus Solutions for EUR 330 million

Aurelius Capital

  • Largest exit in AURELIUS’ history
  • Purchase price EUR 330 million (enterprise value), multiple on money invested of approx. 16x
  • Approx. EUR 102 million positive effect on AURELIUS 2019 Group Earnings
  • Successful transformation of Solidus Solutions into a global market leader in sustainable fibre-based packaging solutions
  • Substantial growth under AURELIUS ownership through organic growth and strategic add-on acquisitions
  • Underlying EBITDA growth from EUR 12.5 million on acquisition more than quadrupled in AURELIUS’ 4 years ownership
  • Buyer, Centerbridge Partners L.P. sees significant opportunity for further growth
  • Further exits expected for the upcoming months

Munich, June 28, 2019 – AURELIUS Equity Opportunities SE & Co. KGaA (ISIN: DE000A0JK2A8) has agreed to sell its subsidiary Solidus Solutions (“Solidus” or “the company”) to funds advised by Centerbridge Partners L.P. for an enterprise value of approx. EUR 330 million. Solidus is the leading European producer of sustainable fibre-based packaging solutions for food, beverage & horticulture, consumer goods and industrial applications. The deal represents AURELIUS’ largest exit to date achieving a money multiple of approx. 16x over the 4 years of AURELIUS ownership. The transaction is subject to the approval of the competent antitrust authorities and consultation with the central works council of Solidus Solutions in the Netherlands which is expected to happen in Q3 2019. Its exit from Solidus will increase AURELIUS’ 2019 earnings by approx. EUR 102 million.

The investor of choice for non-core assets

AURELIUS acquired Solidus in 2015 as a carve out from listed Smurfit Kappa Group, which was looking to divest of its solidboard and graphicboard production mills, converters and sales offices across the Netherlands, Belgium and the UK. Whilst modestly profitable, the company was no longer core to  Smurfit Kappa Group’s strategy. Solidus required immediate focus and investment to put the business onto a standalone basis and improve its performance.

With significant experience in the complex process of carving-out non-core divisions from multinational organisations, AURELIUS was the investor of choice. We were able to conduct the transaction quickly, taking over the business from its previous owner, rebranding it as Solidus Solutions and establishing the company as a standalone platform.

Successful transformation positioning Solidus for growth

After the acquisition, AURELIUS undertook immediate action to reposition Solidus business for growth. This included implanting operational experts into the business to implement the installation of new IT infrastructure and to establish new financial and legal internal structures. After this initial phase, AURELIUS commenced a comprehensive investment programme of EUR 60 million in total, which involved a restructuring to integrate the production mills and converting sites and establish shared services, a redesign of Solidus’ organisational structures and processes, and a reduction of costs across the business to improve its price competitiveness. AURELIUS also supplemented the existing management team with new professionals with considerable leadership experience. This hands-on transformation programme created a solid foundation for Solidus ahead of the next stage of its development.

Transformation through strategic acquisitions

The next phase in AURELIUS’ transformation of Solidus involved the significant expansion of its geographic footprint and operational efficiency through three strategic and highly synergistic acquisitions. In a 2-year period and with AURELIUS’ task force support, Solidus acquired and integrated Fibor Packaging in 2016, Abelan South in 2017 and Northern Paper Board in 2018, extending the company’s operations into France, Germany, Spain and UK, enhancing its sales by EUR 135 million and enabling it to become a truly Pan-European operator. These acquisitions facilitated significant operational synergies across the business, including supply chain optimisation, capacity utilisation and customer cross-selling.

Operational efficiencies and profit improvements

These synergies were further bolstered by a world class maintenance programme, which involved significant organic investment by AURELIUS into over 60 projects. These included upgrades and improvements to existing machinery and processes, targeted maintenance work to ensure efficiency of all machinery, the implementation of enhanced energy efficiency measures, a reduction in the costs of materials procurement, investment in automation and state-of-the-art machinery, new product innovation, and a review of the company’s operational and commercial activities.

Strong market potential

There is a strong and growing market opportunity for Solidus, as its recycled, fibre-based products have become a compelling alternative to plastic packaging and polystyrene products and the market for its luxury packaging continues to grow strongly. AURELIUS has supported Solidus in leveraging this opportunity to drive organic top-line growth through the development and implementation of a carefully targeted sales strategy, enabling Solidus to penetrate new markets including fruit and vegetables in France, Fish in the Nordic region and Horticulture in Germany.

This has resulted in the company achieving market-leading profit margins and growing adjusted EBITDA performance, which more than quadrupled from EUR 12.5 million on acquisition.

Market-leading Solidus well-positioned for continued growth

Today, Solidus is the leading fibre-based sustainable packaging producer in Europe. It operates from 15 locations across seven countries: the Netherlands, Belgium, France, Germany, Spain, Portugal and the UK, using state-of-the-art manufacturing capabilities to produce and convert a diverse range of solidboard, graphicboard and coreboard products, which it sells to customers across 70 countries, worldwide.

Solidus’ experienced management team, highly stable and long-standing customer base and new backing from Centerbridge Partners, provide the company with a strong foundation for future growth. In addition, the company has a strong pipeline of further strategic acquisition opportunities.

Dr. Dirk Markus, Group-CEO and Chairman of the Executive Board of AURELIUS, said: “This sale is the largest and most successful exit for AURELIUS to date, reflecting the significant effort placed into the business over the last four years. I would like to congratulate Solidus’ management under the superb leadership of Richard Houben and the members of the AURELIUS task force that we placed into the business, all of whom did an outstanding job.”

“Since our acquisition of Solidus, the AURELIUS task force team has provided hands on operational and M&A support to the company, transforming it from an unloved orphan business into an independent, pan-European operation and true market leader in its field, with significant growth potential. The success of this investment demonstrates the strength of AURELIUS’ niche expertise and capabilities in carving out peripheral, non-core assets from corporations and transforming them into successful and sustainable standalone businesses. With our portfolio maturing, we do expect further exits for the upcoming months.”

On this transaction, AURELIUS was advised by Rothschild & Co (M&A), Deloitte (Transaction Services), Jones Day (Legal), Ernst & Young (Tax) and Ramboll (Environmental).

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Bure acquires 24.4% of ScandiNova Systems AB

Bure

Bure has entered into agreements with the intention of acquiring 24.4% of the shares in ScandiNova Systems AB (“ScandiNova”) by way of rights issue and acquisition of shares from Industrifonden and SEB Venture Capital. Bure will also offer to acquire shares from other existing shareholders which could increase Bure’s ownership. The transaction is conditional upon approval of the rights issue at ScandiNova’s EGM.

ScandiNova is a world leader in the development and production of Pulsed Power Systems with high power levels (also known as modulators). The company’s products are among others used for linear accelerators in radiotherapy (cancer treatment), science applications and in industrial applications such as cargo scanning. ScandiNovas headquarter and production is in Uppsala and the company has circa 70 employees. The company exports to over 40 countries mainly in Europe, North America and Asia.

”We have followed ScandiNova for a long time and see opportunity in being part of taking the company to the next level. ScandiNova has developed a world leading technology for pulsed modulators which they have successfully commercialized for medical and industrial applications. ScandiNova has a unique position towards customers in radiotherapy for cancer treatment which is a very exciting market” says Henrik Blomquist, CEO of Bure.

“We welcome Bure as an owner in ScandiNova and are looking forward to a long-term cooperation in our continued growth journey. Bure has shown that they are good owners of technologically intensive companies and their experience will contribute to a good development of the company” says Fredrik Mella, CEO of ScandiNova.

The holding in ScandiNova will be reported in Bure Growth, which is a wholly-owned subsidiary of Bure that invests in growth companies.

In connection with the transaction Bure will be represented on the board of ScandiNova.

Bure Equity AB (publ)

Contact at Bure:

Henrik Blomquist, CEO
Tel. +46 (0)8 614 00 20

This information is information that Bure Equity AB (Publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 14.30 CET on 11th June 2019.

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Nordstjernan divests its holding in Salcomp

Nordstjernan

Nordstjernan has entered an agreement to divest its holding in Salcomp, a world-leading manufacturer of chargers for mobile phones and other electronic products for the smart and connected world, to Lingyi iTech. Lingyi is a listed Chinese component manufacturer with sales of more than USD 3 billion in 2018.

Salcomp, founded in 1975, reported sales of EUR 531 million in 2018. Its customers comprise all major manufacturers of mobile phones and the company has production facilities in China, India and Brazil. Nordstjernan has been owner of Salcomp since 2007 and currently owns 55 percent of the capital and votes. The transaction is being conducted jointly with the Sixth Swedish National Pension Fund (AP6), which has owned 45 percent of the capital and votes in Salcomp.

The transaction is subject to the approval of the regulatory authorities in China and Taiwan.

“Nordstjernan has been a long-term owner of Salcomp, a world-leading company in a highly competitive global market. We have now found what we consider to be the right industrial home for Salcomp. The merger will provide the company with greater possibilities to offer its customers a broader product portfolio. I would also like to take this opportunity to extend my sincere thanks to the management and all the employees at Salcomp for our time together,” says Peter Hofvenstam, President and CEO of Nordstjernan.

Peter Hofvenstam
President and CEO
Nordstjernan AB

Questions will be answered by:

Peter Hofvenstam, CEO Nordstjernan
E-mail: peter.hofvenstam@nordstjernan.se

Stefan Stern, Head of Communications Nordstjernan
Telephone: +46 70 636 74 17
E-mail: stefan.stern@nordstjernan.se

Nordstjernan is a family-controlled investment company whose business concept is to be an active owner that creates long-term and positive value growth. More information about Nordstjernan can be found on www.nordstjernan.se.


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