Altrad and the shareholders of Hertel have reached an agreement with respect to the acquisition by Altrad of Hertel’s worldwide access solutions, insulation, corrosion protection and mechanical businesses. This agreement has the full support of Hertel’s management, and is subject to the customary approval of competition authorities as well as completion of the consultation process with Hertel’s works council. The transaction is expected to close in the second quarter of 2015.
The combination of Altrad and Hertel, which will have a joint annual turnover in excess of € 1.6 billion and employing approximately 17,000 people, will result in a leading company in its businesses in Europe, the Middle East, Caspian and Asia Pacific.
Hertel Offshore, which designs, constructs and delivers living quarters and accommodation modules, will not be included in the transaction. Hertel Offshore will be continued under the ownership of NPM Capital and Sofinim (the development capital affiliate of Ackermans & van Haaren). Hertel’s senior management will stay involved with the Offshore operations. The Offshore business had a turnover of € 60 million in 2014. The business will change its name going forward.
‘We consider Hertel a promising and exciting company with an attractive long-term growth potential, solid management and corporate values very similar to Altrad,’ said Mohed Altrad, President Altrad Group. ‘Combining management teams with different sets of experience will enable us to actively exchange ideas and best practices, thereby making the combination a benchmark in its industries.’
Tom Bamelis, Chairman of the Hertel Supervisory Board said: ‘During the 17 years that Sofinim and NPM Capital have been shareholders, Hertel has developed from a regional company to a leading industrial services supplier, active in Europe, the Middle East, Caspian and Asia Pacific. The shareholders have supported the development of the company throughout this period. They are convinced that the Altrad-Hertel combination will bring new opportunities for further profitable growth.’
‘We are excited about this new step in the rich history of Hertel,’ said Victor Aquina, CEO of Hertel. ‘With dedication, we have been able to successfully finalise the turnaround of Hertel and develop a strong foundation, together with our shareholders, for a bright future for our company. Altrad will be an excellent partner, enabling Hertel to realise its ambitions in accordance with our long term growth strategy. I am convinced that this transaction is in the best interest of Hertel, for our customers, our employees and our shareholders.’
Building a global market leader
The offerings of Altrad and Hertel are highly complementary; from a customer, geographical as well as products and services perspective. The rationale for combining the two companies is found in the following areas:
Founded in 1984 by Mohed Altrad, Altrad has successfully developed since through a combination of organic growth and acquisitions, and has today become one of the world’s leaders for scaffolding solutions as well as carrying, mixing and compacting products in both civil and industrial markets. Altrad has operations in 16 countries throughout Europe, Africa, Asia and America, and turnover in more than 100 countries. Altrad’s annual turnover amounted to € 860 million for its financial year ending August 2014.
Hertel is a leading international industrial services company, supporting the needs of customers around the globe with a range of customised solutions that are centred around access solutions, insulation, corrosion protection and mechanical services. Hertel has operations in 16 countries spread over Europe, the Middle East, Caspian and Asia Pacific. Hertel’s annual turnover amounted to € 815 million in 2014.
Altrad and Hertel intend to complete all necessary consultation processes and to obtain competition clearances as soon as practicable. The envisaged transaction is expected to be completed during the second quarter of 2015.
Transaction value and financing
The transaction values Hertel at an enterprise value of € 230 million. Altrad will finance the transaction through convertible bonds (“ORA” and “OBSA”) subscribed by its financial shareholders BPI France, CM CIC Investissement, Arkéa Capital Investissement and BNP Paribas Développement as well as a new syndicated loan with its existing banks, led by Natixis and BNP Paribas. A bond issuance led by Natixis (“Euro PP”) is expected to take place during Q2 2015.
KPMG and Allen & Overy have been acting as financial and legal advisors to NPM Capital and Sofinim. E&Y has performed the financial due diligence and Clifford Chance has been acting as legal advisors to Altrad. De Pardieu Brocas Maffei has been acting as the legal advisor to the financing banks. Duteil Avocats have been acting as legal advisors to Altrad’s financial shareholders.