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Glaston Corporation Stock Exchange Release 25.1.2019 8 a.m EET
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa or the United States or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Finnish law. For further information, see “Important notice” below.
In accordance with its strategy and target to drive market development, Glaston Corporation has signed an agreement to acquire Bystronic Maschinen AG and Bystronic Lenhardt GmbH and their subsidiaries (“Bystronic glass”) for an enterprise value of EUR 68 million. Bystronic glass is a Swiss-German based globally operating high-end machinery, systems and services provider for the processing of glass, with an offering highly complementary to Glaston’s. Bystronic glass is currently part of the broadly diversified Swiss Conzzeta Group.
The acquisition supports Glaston’s ambition to further strengthen its position in the glass processing value chain, adding offering in insulation for the architectural market as well as pre-processing for the automotive and display market. As a result of this transformational acquisition, Glaston will have a unique and value adding offering benefitting its customers. The acquisition will provide strong opportunities for cross-selling of new equipment and providing services from one supplier and co-develop integrated lines. Bystronic glass also supports our future growth ambitions in Emerging technologies. As a result of the acquisition, Glaston Corporation’s size will increase significantly, and it will provide a platform for further growth and consolidation. Together Glaston Corporation and Bystronic glass generated illustrative combined net sales* of EUR 217 million in 2017. The acquisition is expected to be earnings enhancing.
Glaston Corporation has secured committed debt financing for the transaction, subject to customary conditions, and committed equity financing, subject to Glaston’s extraordinary general meeting (the “EGM”) authorizing the Board of Directors to resolve on issuances of new shares. Glaston will convene the EGM to authorize the Board of Directors of Glaston to decide on (i) a directed share issue of approximately EUR 15 million to certain large shareholders of Glaston, i.e. the Cornerstone Investors as defined below, who have committed to subscribe for such shares provided that certain conditions are met (the “Directed Share Issue”) and, conditional upon the completion of the acquisition, (ii) a rights issue of approximately EUR 32 million (the “Rights Issue”). Glaston expects to convene the EGM to be held on or about 26 February 2019.
Shareholders holding in aggregate approximately 43.4% (as at 18 January 2019) of the shares and votes in the company, AC Invest Eight B.V., a company belonging to Ahlström Capital group, Hymy Lahtinen Oy, Ilmarinen Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company (together the “Cornerstone Investors”) have irrevocably undertaken to attend the EGM and to vote in favour of the share issue authorisations.
Closing of the acquisition is targeted by the end of the first quarter of 2019, subject to regulatory approvals, as well as certain other customary conditions. The Directed Share Issue is expected to be completed in connection with closing of the acquisition during the first quarter of 2019. The Rights Issue is expected to be launched during the second quarter of 2019.
*The combined financial information is presented for illustrative purposes only. The combined financial information gives an indication of the combined company's net sales assuming the activities were included in the same company from the beginning of the last financial year. The combined financial information is based on a hypothetical situation and should not be viewed as pro forma financial information as differences in accounting principles and the purchase price allocation impact have not been considered.
Key benefits of the acquisition
Background and rationale
Today the glass processing technology market is highly fragmented, with many small players operating in different parts of the glass processing chain. Customers may have up to 10–15 suppliers of equipment, services and spare parts. With multiple interfaces to manage, customer operations are resource intensive and time-consuming. As a result, customers are increasingly looking for more efficiency with a stronger focus on services. Changing customer needs for glass as well as more stringent safety and quality requirements are also challenging glass processing technology suppliers. In response to market changes and to serve the customers optimally, market consolidation is inevitable. Glaston is strongly positioned to drive market change.
Complementary combined offering for the benefit of customers
The glass processing value chain is divided into three main phases: pre-processing, heat treatment and insulation. The acquisition of Bystronic glass supports Glaston’s ambition to further strengthen its position in the glass processing value chain, broadening the company’s offering from its current heat treatment technologies and services offering, to insulation for the architectural market as well as pre-processing for the automotive and display market, enabling a move towards a complete, unique offering in glass processing technologies. Bystronic glass’s offering is highly complementary to Glaston’s and will provide strong opportunities for cross-selling of new equipment and the co-development of integrated lines for the benefit of the customers.
The combined services offering will benefit the customers and provide a platform for further development of proactive and predictive maintenance and optimized services covering the whole processing chain in the future. Bystronic glass’s profitable Spare parts and services business is a significant contributor to net sales (38% in 2017). Bystronic glass has a higher share of sales in Automotive than Glaston (Automotive& Display approximately 25% in 2017), providing Glaston an opportunity for expansion in the segment.
The acquisition also supports Glaston’s move towards fully automated lines and strengthens its position in smart glass and other integrated line manufacturing, capturing higher share of the total profit margin for the deliveries.
Through this acquisition Glaston will improve its global scale of operations, which is important for maintaining its sales and services network with an efficient cost structure in all regions.
Glaston’s President and CEO Arto Metsänen comments:
“I am very pleased to welcome Bystronic glass’s highly professional team to Glaston. We have followed the company for years and we are very impressed by the quality of its products and its transformation when it comes to both operational and financial performance. Together we will become a leading player in the glass processing technology market for the benefit of our customers. With our combined capabilities and expertise, we will be able to offer customers equipment, services and solutions from one supplier optimizing customer operations and driving customer value.”
Conzzeta’s Group CEO Michael Willome comments:
“The transaction is the result of compelling industrial logic: only increasingly integrated and digital solutions enable a sustainable improvement in client productivity across the various process steps. Employees will receive the opportunity to set new standards by creating a leading-edge ecosystem for the global glass processing industry.”
Dr. Burghard Schneider, CEO Bystronic glass adds:
“We are proud of our employees for delivering significant improvements over recent years. The transaction will open a new chapter to the benefit of all stakeholders. With an enhanced systems-thinking and strengthened R&D capabilities we will shape the industry trends towards energy efficient solutions and digital integration, jointly with our new colleagues from Glaston. Together we can serve our broad, global client base even better and we remain committed to deliver flat glass processing at its best in terms of productivity, quality and cost.”
Shareholder value and financial impact
The combination of Glaston and Bystronic glass is expected to result in significant benefits for stakeholders of the combined company, including creation of significant shareholder value through synergies in services sales and cross-selling new equipment, and estimated annual cost synergies of approximately EUR 4 million, mainly in cost of goods sold, sales & marketing and administration, by year 2021. One-time costs and capital expenditure related to the achievement of synergies are estimated at EUR 7–8 million over the same period. The majority of one-time costs is estimated to occur during the first year of integration.
The transaction also provides additional synergy potential relating to product development, procurement, fixed cost leverage and best practice sharing.
The acquisition is expected to be accretive to Glaston’s earnings per share adjusted for transaction related one-time costs in 2019 and accretive to earnings per share from 2020. As a consequence of the transaction, the net debt of the combined company will increase but remain moderate as the majority of the transaction will be financed by equity.
Diverting from Glaston’s policy to provide guidance at the latest in connection with the publishing of the financial statement bulletin, Glaston will consider providing guidance for 2019 at a later stage due to the schedule of the closing of the acquisition.
Glaston Corporation’s name will remain unchanged and its shares will continue to be listed on Nasdaq Helsinki. Arto Metsänen will continue as Glaston’s President and CEO, Sasu Koivumäki as Deputy CEO and Päivi Lindqvist as CFO. Glaston will revert to corporate governance, organizational and reporting structures as well as other issues relating to the integration as soon as possible. An integration team consisting of members from Glaston and Bystronic glass will be set up for the integration preparation.
Financing of the acquisition
The acquisition will be financed through debt and equity financing. Glaston Corporation has secured committed debt financing, subject to customary conditions, and committed equity financing, subject to the approval of the share issue authorisations by the EGM.
Debt financing
Glaston has secured financing for the acquisition from Nordea Bank Abp (“Nordea”) and OP Corporate Bank plc (“OP”). Their share of the financing for the transaction, to be used for the purposes of financing the transaction, refinancing of Glaston’s existing facilities as well as the company’s general working capital purposes, will comprise of borrowings by Glaston under senior secured credit facilities in an aggregate amount of EUR 75.0 million, comprising of (i) a term loan amounting to EUR 40.0 million and (ii) a revolving credit facility amounting to EUR 35.0 million, each with 3 year maturity from the closing of the acquisition. Furthermore, Nordea and OP have agreed to provide a bridge financing in an aggregate amount of EUR 32.0 million with 6-month maturity from the closing of the acquisition (the “Bridge Facility”) for the equity financing to be raised through the Rights Issue (see below). The Bridge Facility is guaranteed as Ahlstrom Capital B.V. has agreed to issue a guarantee for the liabilities of the company under the Bridge Facility on market terms.
Equity financing
To finance part of the transaction, Glaston will convene the EGM to authorize the Board of Directors of Glaston to decide on (i) the Directed Share issue of approximately EUR 15 million to the Cornerstone Investors who have committed to subscribe for such shares provided that certain conditions are met and, conditional upon the completion of the acquisition, (ii) the Rights Issue of approximately EUR 32 million. The proceeds from the Directed Share Issue and the Rights Issue will be used for the financing of the transaction or repayment of the outstanding Bridge Facility related to the transaction. Glaston expects to convene the EGM to be held on or about 26 February 2019.
The total number of shares issued in the Directed Share Issue will be approximately 37 million at maximum, which corresponds to approximately 19.1% of all the shares in Glaston prior to the completion of the Directed Share Issue. The subscription price in the Directed Share Issue will be EUR 0.405 per share, which corresponds to the volume-weighted average price of the Glaston share on Nasdaq Helsinki in the five trading days immediately preceding the announcement of the acquisition. The Directed Share Issue is expected to be completed in connection with closing of the acquisition during the first quarter of 2019.
The Cornerstone Investors holding in aggregate approximately 43.4% (as at 18 January 2019) of the shares and votes in the company, AC Invest Eight B.V., a company belonging to Ahlström Capital group (17.5% of the shares and votes), Hymy Lahtinen Oy (12.1%), Ilmarinen Mutual Pension Insurance Company (7.2%) and Varma Mutual Pension Insurance Company (6.6%) have irrevocably undertaken to attend the EGM and vote in favour of the share issue authorisations. AC Invest Eight B.V., Hymy Lahtinen Oy and Varma Mutual Pension Insurance Company have further committed to subscribe for their respective pro rata allocation in the Rights Issue, provided always that certain specified limits for their investment or shareholding are not exceeded. In addition, Ahlstrom Capital B.V. has agreed to provide necessary financing to refinance the Bridge Facility, in the event the Rights Issue would not be fully subscribed for. The Rights Issue is expected to be launched during the second quarter of 2019 and the before mentioned banks are acting as coordinators.
Bystronic glass overview
Bystronic glass is a Swiss-German based, globally operating high-end machinery, systems, and services provider for the processing of flat glass.
The group of companies serves the architectural, automotive and display markets with its state of the art products and services. In 2017, Bystronic glass’s net sales amounted to CHF 119.3 million (EUR 107.3 million). The Automotive & Display segment represented 25%, Services 38% and Architectural 37% of net sales. Europe accounted for 48%, APAC for 23%, Americas for 20% and the rest of the world for 9% of net sales. Comparable EBIT amounted to CHF 6.3 million (EUR 5.7 million) (5.3% of net sales) in 2017. Bystronic glass employed 423 FTEs at the end of the same period.
Bystronic glass’s manufacturing footprint consists of three sites: Germany (Neuhausen), Switzerland (Bützberg) and China (Shanghai). In addition, Bystronic glass has own sales and services offices in 5 locations globally as well as a significant number of sales agents and representatives.
The company was founded in Switzerland in 1964 and has been part of the Conzzeta Group since 1994.
The Architectural segment comprises high-quality machinery and solutions for insulating glass manufacturing as well as efficient handling equipment for all sectors of flat glass or plate processing. Bystronic glass is the original inventor of the TPS® (Thermo Plastic Spacer) technology, the modern and flexible solution for insulated glass manufacturing with much more than 100 installations worldwide.
The Automotive & Display segment offers complete tailor-made solutions for the pre-processing of automotive glass (cutting, breaking, grinding and drilling) and the processing of display glass, e.g. for automotive glass displays. A remarkable number of cars worldwide are equipped with automotive glass that has been manufactured on Bystronic glass equipment.
Selected financial information
Basis of preparation
The selected financial information presented below is based on Glaston’s restated financial information for the financial year 2017 and reported financial information for the financial year 2016. Glaston has applied the new revenue recognition standard IFRS 15 fully retrospectively from 1 January 2018, and therefore the 2017 figures have been presented in accordance with the new standard. Glaston’s financial information is prepared in accordance with IFRS and Bystronic glass’s financial information consisting of the Bystronic glass’s segment information included in the financial statements of Conzzeta AG for the financial year 2017 and 2016 are prepared in accordance with Swiss GAAP FER.
The combined financial information is presented for illustrative purposes only. The combined financial information gives an indication of the combined company's net sales assuming the activities were included in the same company from the beginning of the last financial year. The combined financial information is based on a hypothetical situation and should not be viewed as pro forma financial information as differences in accounting principles and the purchase price allocation impact have not been taken into account. Glaston will in connection with the Rights Issue publish unaudited pro forma financial information to illustrate the impact of the acquisition of Bystronic glass and the related financing transactions to Glaston’s financial information prepared in accordance with IFRS.
Bystronic glass's financial information below and all other financial figures in CHF in this release have been converted into EUR using the ECB EUR/CHF average January-December 2017 exchange rate (1.11153) and January-December 2016 exchange rate (1.09018).
Key figures
Bystronic glass (Swiss GAAP FER)
| 2017EUR million | 2017CHF million | 2016EUR million | 2016CHF million | |
| Net sales | 107.3 | 119.3 | 98.1 | 106.9 |
| EBIT | 5.7 | 6.3 | 0.9 | 1.0 |
| EBIT% | 5.3% | 0.9% | ||
| Comparable EBIT* | 5.7 | 6.3 | 4.2 | 4.6 |
| Comparable EBIT% | 5.3% | 4.3% | ||
| Net operating assets** | 20.8 | 23.1 | 17.7 | 19.3 |
*Bystronic glass’ 2016 EBIT includes CHF 3.6 million (EUR 3.3 million) related to restructuring costs in connection with cost-reduction measures in Europe and global process optimization that are, based on management’s preliminary assessment, considered to be outside ordinary course of business and which are considered as adjusting items in accordance with Glaston’s principles.
**Net operating assets include the operating current and fixed assets (not including cash, cash equivalents and securities, non-operating financial assets and deferred tax assets) less operating liabilities (not including financial liabilities and deferred tax liabilities).
Glaston (IFRS)
| 2017 EUR million (restated) |
2016 EUR million |
|
| Net sales | 109.7 | 107.1 |
| EBIT | 4.6 | 2.3 |
| EBIT% | 4.2% | 2.1% |
| Comparable EBIT* | 5.0 | 2.8 |
| Comparable EBIT% | 4.6% | 2.6% |
*Glaston’s EBIT 2017 includes items affecting comparability, totaling EUR 0.4 million related to the sale of the pre-processing machine business in the USA and Canada, real estate divestment and to the restructuring of operations in Brazil. Glaston’s EBIT 2016 includes items affecting comparability totaling EUR 0.5 million related to the closure of production in Brazil during 2016.
Illustrative unaudited combined net sales 2017 of Glaston, after the Bystronic glass acquisition
| EUR million | 2017 |
| Net sales | 217 |
Advisors
Glaston is advised by Aventum Partners Oy as financial advisor and Hannes Snellman Attorneys Ltd, Luther Rechtsanwaltsgesellschaft mbH and Homburger AG as the legal advisors.
Helsinki 25 January 2019
Board of Directors
Glaston Corporation
For further information, please contact:
Arto Metsänen, President and CEO, tel. +358 10 500 6100
Päivi Lindqvist, CFO, tel. +358 10 500 500
Joséphine Mickwitz, VP, IR, Communications and marketing, tel. +358 10 500 5070
News conference
Glaston’s President and CEO Arto Metsänen and CFO Päivi Lindqvist will present the Bystronic Glass acquisition in Finnish to media, investors and analysts on 25.1.2019 at 11.00 a.m. EET. The combined news conference and live webcast is arranged at GLO Hotel Kluuvi, Kluuvikatu 4, Helsinki.
The live news conference in Finnish can also be followed through the following address:
https://glaston.videosync.fi/2019-01-25-lehdistotilaisuus
There is a possibility to send written questions via internet to the presenters. All related materials will be found on Glaston’s website at www.glaston.net/Investors/Acquisition of Bystronic glass in Finnish and English after the event.
Glaston Corporation in brief
Glaston is a frontrunner in glass processing technologies and services. We respond globally to the most demanding glass processing needs of the architectural, solar, appliance and automotive industries. Additionally, we utilize emerging technologies that integrate intelligence and sustainability to glass. We are committed to providing our clients with both the best know-how and the latest technologies in glass processing. Glaston’s shares (GLA1V) are listed on NASDAQ Helsinki Ltd. Further information is available at www.glaston.net
Distribution: NASDAQ Helsinki Ltd, key media, www.glaston.net
IMPORTANT NOTICE
These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Glaston does not intend to register any part of the rights offering in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In the European Economic Area, with respect to any Member State, other than Finland, that has implemented Directive 2003/71/EC or Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the ("Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Directive and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Glaston or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Glaston, its subsidiaries, its securities and the transaction, including the merits and risks involved.
This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to Glaston, Bystronic glass and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this release, including wherever this release include information on the future results, plans and expectations with regard to the combined company’s business, including its strategic plans and plans on growth and profitability, and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Glaston or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release includes estimates relating to the synergy benefits expected to arise from the transaction and the combination of the business operations of Glaston and Bystronic glass as well as the related integration costs, which have been prepared by Glaston and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the transaction and the combination of the business operations of Glaston and Bystronic glass on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the transaction and the combination of the business operations of Glaston and Bystronic glass, if any, and related integration costs to differ materially from the estimates in this release.