Metall Zug Group: Metall Zug will merge Schleuniger into Komax and receive a 25% participation in Komax
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Metall Zug AG / Key word(s): Merger Ad hoc announcement pursuant to Art. 53 Listing Rules of SIX Swiss Exchange Zug, February 9, 2022 - Metall Zug AG and Komax Holding AG have signed an agreement under which the Metall Zug Group will merge its Business Unit Wire Processing (Schleuniger) into Komax in exchange for a 25% participation in Komax Holding AG. Last year, the Business Unit Wire Processing significantly increased net sales to CHF 206 million and generated an EBIT margin of around 7%. Metall Zug will merge its Business Unit Wire Processing, the Schleuniger Group, into the Komax Group in exchange for a 25% participation in Komax Holding AG. The transaction will be carried out through a 'quasi-merger' in which Komax Holding AG will issue new shares in the course of a capital increase and allocate these to Metall Zug AG in exchange for the shares of Schleuniger AG. Metall Zug and Komax have signed an agreement to this effect. The transaction depends, among other conditions, on the approval of the relevant proposals by Komax's Annual General Meeting and the consent of the relevant competition authorities to the merger. This process is expected to be completed in the third quarter of 2022. At the Annual General Meeting of Komax Holding AG on April 13, 2022, the shareholders of Komax Holding AG will be proposed, among others, to create the necessary authorized share capital, and, conditional on the completion of the merger, to elect Jürg Werner, currently Chairman of the Board of Directors of Schleuniger AG, as the representative of Metall Zug in the Board of Directors of Komax Holding AG. Schleuniger: Significant increase in net sales and EBIT in 2021 Based on the provisional financial results, the Business Unit Wire Processing significantly increased net sales to CHF 206 million in 2021 (previous year restated: CHF 150 million). Order intake grew disproportionately to sales and led to a high order backlog at the end of 2021. The operating result (EBIT) improved to approximately CHF 14 million (previous year: CHF -6 million), which corresponds to an EBIT margin of around 7%. The final financial results will be published on March 15, 2022. Second step in the implementation of the new strategy Metall Zug communicated its new strategy in 2019. As an integral part of this strategy, Metall Zug AG is transforming itself into a holding company with substantial holdings in attractive Swiss industrial companies. The first step in the implementation of this strategy was the spin-off and independent stock exchange listing of V-ZUG in 2020, in which Metall Zug has since maintained a 30% interest. The planned strategic shareholding of 25% in Komax combined with Schleuniger, is marking the second step in the implementation of this strategy. Metall Zug also intends to hold the participation in Komax as a long-term anchor shareholder and has in general committed not to divest the participation for a period of 6 years from the date of completion (lock-up). Combination as a response to new trends and opportunities By combining the Schleuniger Group with the Komax Group, both parties are increasing their competitiveness in the global wire processing market, thus setting the right course for a successful and long-term future. As an outcome of this step, Komax, which will be strengthened by the combination with Schleuniger, will be equipped with the know-how, the necessary financial and human resources and the required risk capacity to take advantage of the numerous opportunities currently available in the market in the areas of automation in the wire processing industry, digitalization, autonomous driving and e-mobility. The global shortage of skilled workers will increase in the future, which implies great growth potential in the area of higher automation. This demands high investment in innovative products and in market development. To continue generating above-average profits within this environment, major human and financial resources will be required. Digitalization also offers many opportunities for differentiation and a large potential in the market. The merger will bring further benefits for customers - not only in terms of interoperability and interfaces, but above all in terms of digital overall solutions such as MES (Manufacturing Execution System) or IoT products. In the context of autonomous driving, more and more data and other special cables are being processed, which in turn entails investments in new technologies and the development of highly qualified specialists. It is also becoming increasingly apparent that the automotive market is shifting towards Asia. To ensure that Schleuniger and Komax, as European companies, continue to meet the demands of their Asian customers in a growing Asian market, they need to improve their competitiveness. Advantages for customers and employees The Komax Group and the Schleuniger Group both have a sophisticated customer base. By combining the complementary competencies of Komax and Schleuniger, it will be possible to push forward automation more quickly. Customers will benefit from the fact that the merger will combine the innovative strength and consequently enhance it. As a result, new solutions will therefore be available more quickly, offering customers additional competitive advantages. The merger will create a technology group with more than 3,000 employees worldwide. Both the Komax Group and the Schleuniger Group are known for their appreciative corporate culture and the broad range of development opportunities they provide to their employees. This will continue to be the case in the future. Furthermore, this provides the basis for sustainable growth to invest into the future and to create additional jobs and apprenticeships. Employees are essential for being able to benefit from the opportunities that arise. About the Metall Zug Group Metall Zug is a group of industrial companies headquartered in Zug. The Group has around 3,000 employees and comprises five Business Units:
The holding company Metall Zug AG is listed in the Swiss Reporting Standard of SIX Swiss Exchange in Zurich (type B registered shares: securities number 3982108, ticker symbol METN). Legal Notes The expectations expressed in this announcement are based on assumptions. Actual results may vary from those anticipated. This announcement is published in German and English. The German version is binding. Metall Zug AG processes personal data in accordance with its privacy statement available under: https://www.metallzug.ch/en/datenschutzerklaerung.
This announcement is available at https://www.metallzug.ch/en/medien/medienmitteilungen End of ad hoc announcement |
1278233 09-Feb-2022 CET/CEST
