Reno De Medici has signed an irrevocable commitment to acquire 100 per cent of the share capital of Fineska B.V., the Dutch holding company of Eska Group. The seller, Andes C.V. is a vehicle controlled by the US investment firm Andlinger & Co. The Dutch Eska Group, based in Sappemeer, produces solid board based on 100 per cent recycled fibres at two plants in Sappemeer and Hoogezand, with an overall installed capacity of 290,000 tpy. Eska also operates three service centres with cutting and warehouse activities in the Unites States, Italy and Spain and has commercial offices in the UK and Hong Kong. In the financial year ended on 31 December 2020 Eska’s sales totalled EUR 149.7 million, Ebitda stood at EUR 24.6m and net profit at EUR 12.7 million. Net financial debt amounted to EUR 2.5 million on 31 December 2020.
The transaction closing is expected to occur no later than 31 July 2021, subject to consultation procedures in The Netherlands and the fulfilment of certain conditions.
The purchase price for the Eska group was based on an overall enterprise value of EUR 155 million, calculated on an estimated gross operating margin of EUR 24.6 million in 2020. Equity value was agreed to be EUR 146.8 million, calculated by deducting from the EUR 155 million enterprise value the net financial position of EUR 8.2 million. As provided for in the agreement, the purchase price will not be subject to any further adjustments. At closing Reno De Medici S.p.A. will pay the equity value plus interests calculated applying a 3% interest rate on the equity value for the period between December 31, 2020 and the closing date. A portion of of EUR 6.7 million of the purchase price paid by Reno De Medici S.p.A. will be held in escrow at a third party after the closing date. The cash needed to close the acquisition will be obtained by drawing on a specific external line of credit that is currently being negotiated.
«This transaction is consistent with the growth strategy we had set forth,» states Michele Bianchi, CEO of the RDM Group. «It offers us new development opportunities on a broader geographical scale, reinforcing the resilience of our group performances. Eska’s product line focuses on specialty grades, similar to the portfolio of our Ovaro mill. We aim at implementing the same strategic multi-mill approach that has yielded visible benefits in our core WLC business. Additionally, the integration of this new acquisition enables us to consolidate and accelerate the successful go-to-market strategy that Eska has applied to its customer value offering in recent years».