CAREL Industries S.p.A., through a vehicle held by its subsidiary Carel USA, entered into a binding agreement to acquire the business of SENVA Inc. ("SENVA"), a US company located in Oregon specialising in the design and manufacture of a wide range of sensors, mainly in the air-conditioning and ventilation sectors, and with a significant presence in indoor air quality.
In the transaction, Carel Industries S.p.A acquires all SENVA Inc.'s business through a special purpose vehicle held by Carel USA Inc., Carel Industries S.p.A.’s US subsidiary. That acquisition is valued at USD 34 million. CAREL will also make an additional payment of up to USD 4 million tied to certain EBITDA results, for a total potential acquisition value of USD 38 million. Since the transaction is on a cash and debt free basis, there are no price adjustments except for the amount of net working capital as of the date of closing.
There are also incentive mechanisms for SENVA’s management (that will stay on post-acquisition) based on the results achieved until the approval of the 2025 financial statements. This structure, in which the current management is heavily involved in the medium-term future of the company, will ensure a complete alignment of interests between the target and Carel Group during the integration period.
The acquisition agreement provides the buyer with clauses and related indemnity protection in line with market practice.
Closing is expected by the end of October 2022 and is subject to the conditions precedent typical of this type of transactions.
CAREL is expected to use available financial resources to pay the purchase price.
Francesco Nalini, CEO of the CAREL Group, commented: "We are very excited by the deal signed today because it represents our first highly strategic acquisition in the Americas and further confirms our commitment to pursuing our growth objectives through M&A – a commitment that has significantly accelerated over the last 18 months. The acquisition of SENVA underscores the Group's interest in growing and consolidating its presence in the United States, but is also part of a process of expansion in the advanced sensor sector (which we have been pursuing with the Arion transaction closed in April) that will be increasingly important in the design of energy efficient, environmentally sustainable machines."
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