Bergen, 8 February 2018
Norwegian-headquartered TTS Group ASA has entered into a sales agreement with MacGregor, a subsidiary of Cargotec Oyj listed on Nasdaq Helsinki Stock Exchange in Finland. The agreement implies a takeover by MacGregor of all TTS’ assets except for TTS Group ASA and its Syncrolift business.
Agreed purchase price is MNOK 840 on an enterprise value basis. Final pricing is therefore subject to working capital and net debt adjustments at closing. Based on 3Q 2017 financials the transaction will be equivalent to NOK 7.0 per share and NOK 6.6 per share on a fully diluted basis.
Both companies are global providers of handling solutions and access systems and services for the marine and offshore industries. TTS has approximately 930 employees, while MacGregor activities counts approximately 2,000 employees.
"The ships equipment industry is moving towards larger, integrated units with global presence, offering a broader scope of products and services. In order to meet this challenge a combination of TTS's marine and offshore activities with MacGregor will be an important step in the consolidation of the industry, and is expected to be favorable to all TTS stakeholders in the long term," says TTS Group CEO Toril Eidesvik.
The Board of Directors will propose a significant dividend to the shareholders when the transaction is completed.
The new TTS – Nekkar ASA
TTS, proposed to be renamed Nekkar, will build its future operation around Business Unit Shipyard Solutions with its Syncrolift brand, and additionally seek new investment opportunities.
"We are proud of the business we are handing over to MacGregor, with its skilled workforce, products, solutions and services. The divestment demonstrates the value of TTS’s contribution to the global marine and offshore industry for more than 50 years,” says Toril Eidesvik.
"Looking forward this event creates an excellent opportunity to build a new TTS based on our heritage, access to exciting technology and knowledge clusters in Norway, together with a strong and committed management team," she continues.
The remaining subsidiary, TTS Syncrolift has been a major supplier to shipyards worldwide during the last thirty years, with state of the art products for handling, launching and docking, and provides a solid basis on which to build the new TTS.
Conditions and formalities
The transaction is subject to approvals from relevant competition authorities. The approval process will start immediately. All approvals are expected within the third quarter of 2018.
TTS will summon an extraordinary general meeting in order to approve the transaction. Undertakings from more than two-thirds of the company’s shareholders and bondholders are confirmed as of today.
The extraordinary general meeting in TTS shall also approve change of the Company's name from TTS Group ASA to Nekkar ASA, subject to closing of the transaction. The meeting is scheduled to be held on 12 March 2018.
TTS Group ASA is a global provider of handling solutions and access systems and services for the marine and offshore industries. TTS is one of the top three largest suppliers in its specialized market segments. With a worldwide workforce of approximately 930 employees, TTS has more than 50 years of experience in the marine industry. The group has subsidiaries in Belgium, Brazil, China, Germany, Greece, Italy, Korea, Norway, Poland, Singapore, Sweden, UAE, USA and Vietnam. Corporate headquarters is located in Bergen, Norway.
The group’s activities primarily involve the design, assembly and testing of equipment. Apart from the manufacture of certain key components, a global network of subcontractors undertakes production. The company is listed on the Oslo Stock Exchange. More information to be found at ttsgroup.com
Cargotec (Nasdaq Helsinki: CGCBV) enables smarter cargo flow for a better everyday with its leading cargo handling solutions and services. Cargotec's business areas are Kalmar, Hiab and MacGregor. MacGregor shapes the offshore and marine industries by offering world-leading engineering solutions and services. MacGregor operates in 32 countries and employs approximately 2,000 people.
Cargotec employs over 11,000 people. More information to be found at cargotec.com and macgregor.com
TTS Group ASA press release