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13. October 2021

Recticel: Strategy update and sale of Engineered Foams business to Carpenter

On 11 October 2021, Recticel announced that following the unsolicited offer by Greiner in May 2021, its Board of Directors concluded that the offer was not in the interest of shareholders and other stakeholders, and significantly undervalued the company. Subsequently, the board initiated a complete review of its strategic alternatives and came to the conclusion that a better strategic project and superior value can be created by pursuing a strategy to separate its businesses and to dispose Engineered Foams.

In consequence, Recticel N.V. announced it has received a binding offer from Carpenter Co. for its Engineered Foams business for a cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis. Carpenter, headquartered in Richmond, VA, USA, is one of the world’s largest producers of foam products with more than 4,000 employees and over 50 locations in North America and Europe. Founded in 1948 and privately owned since, Carpenter is active in the USA, Canada, the UK, Belgium, France, Germany, Sweden and Denmark. The company achieves approximately USD 2 billion (or approximately EUR 1.7 billion) in annual sales.

Combining Recticel’s Engineered Foams business with Carpenter’s Foams business will create one of the world’s largest vertically integrated manufacturers of polyurethane foams and speciality polymer products. Recticel’s Engineered Foams business will considerably strengthen Carpenter’s European division, while complementing its North America division and providing a foothold in Asia.

Olivier Chapelle, CEO of Recticel, said: “Combining our Engineered Foams business with Carpenter creates enhanced growth opportunities for our Engineered Foams business, which will in addition benefit from the vertical integration of Carpenter. We believe that Carpenter Co. will be a great new owner for our Engineered Foams employees and business, with strong strategic fit through highly complementary footprint and product offerings, together with a clear focus on both people and customers. In addition, together with the intended sale of our Bedding division, we believe that we will be able to unlock the full value potential of Recticel and create superior value for our shareholders versus the unsolicited bid of Greiner.”

Brad Beauchamp, CEO of Carpenter Co., said: “We are very excited about today’s announcement. The intended acquisition of Recticel’s Engineered Foams Business will strengthen our position in the technical foam markets in North America and in Europe through a more diverse and complementary product offering, while establishing a presence in Asia Pacific. It will also accelerate the expansion of our offerings into new markets. We are confident in our ability to execute and complete the transaction and obtain all necessary approvals within the shortest possible timeframe and look forward to join forces with Recticel’s Foams business to deliver enhanced value for our customers and shareholders.”

The intended sale of the Engineered Foams business is subject to shareholder approval and to certain customary conditions, including regulatory approvals and confirmatory due diligence. The regulatory approvals relate amongst other to anti-trust clearances. The closing of the transaction is expected to take place the second quarter of 2022.

www.carpenter.com
www.recticel.com

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