Ariston Holding NV, one of the world’s leading providers of sustainable solutions for thermal comfort, with common stock listed in Euronext Milan, has signed a binding agreement with Centrotec SE to acquire 100% of the share capital of Centrotec Climate Systems GmbH.
With the popular Wolf, Brink, Pro-Klima and Ned Air brands, Centrotec Climate Systems is among the leading providers of HVAC as well as heat and power cogeneration solutions; It employs about 2,500 people; It benefits from a strong position in Germany and the Netherlands and a large presence in other European markets. In 2021, it reported revenue of €599 million and adjusted gross operating margin (Ebitda) of €84.8 million, with strong growth in revenue and profitability in recent years. Between 2018 and 2021, the turnover recorded an average annual growth rate of + 11.2%, while in the first half of this year it recorded an increase of 16% compared to the same period of the previous year.
The agreement provides for the contribution to the entire capital of Centrotec Climate Systems of Ariston in exchange for Centrotec’s subscription of 41,416,667 newly issued Ariston ordinary shares, equivalent to11.1% in Ariston and 2.6% of the total voting rights, and a €703 million in cash by Ariston. Newly issued shares will be subject to lock-up (covering 100% of newly issued shares for the first 12 months and only 50% for the next 12 months): 19,321,437 will be accepted immediately for listing, while the remainder will be accepted for listing 12 months after closing.
The cash component and newly issued stock will be paid and issued respectively at closing in Centrotec, which will have the right to appoint a member of the company’s board of directors.
History of acquisitions
Ariston pursues a development strategy in the markets in which it is present, whether through organic growth or through offshore lines. The Ariston Group’s history is marked by a series of acquisitions that have transformed a company founded in 1930 in the Marche region into an international conglomerate in the thermal comfort sector. Among the most significant M&A deals were the acquisition of Racold, India’s largest water heating company in the 1990s; And in the past 20 years, it has acquired Chaffoteaux, ELCO, Cuenod, Rendamax, Ecoflam, Termogamma, Cipag, Domotec, DhE, ATAG Heating, Heat Tech Geysers, Gastech-Energi, SPM, NTI, HTP, Atmor, Calorex and Chromagen. in detail From 2014 to 2021 there are 17 acquisitions The group implemented it, with a special merger between 2016 and 2019 in North America.
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