Recticel NV’s shareholders have approved a sale of the company's engineered foams business to U.S.-based Carpenter Co., rejecting a takeover attempt by Austria-based Greiner AG.
The Dec. 6 vote took place at a special general meeting of the company
In a deal valued at 656 million euros ($738 million), Richmond. Va.-based Carpenter will acquire manufacturing activities in 34 locations in Europe, North Africa, Asia Pacific and the U.S., with more than 2,700 employees. Much of the business is production of customized, semi-finished products in flexible polyurethane foam for applications such as silencing, sealing, filtering, protecting and providing support and comfort. It had sales of 562 million euros ($632 million) in 2020.
The sale also includes the former Nordics Bedding activities, with sales of 15 million euros ($16.8 million) in 2020.
Due diligence has already been finalized, and the transaction is expected to close in mid-2022, subject to antitrust clearances and employee consultation procedures where these are required.
Recticel said that it will review the options for how to use the proceeds of the sale in due course. This might include a partial distribution to shareholders.
Recticel CEO Olivier Chapelle, saying: "I was particularly honured by the huge mobilization of our shareholders at our special general meeting, as well as by the clear majority of their votes cast in favor of the proposed sale. This support comforts me and the board of directors that the proposed divestment was the best option to safeguard the potential of the business and our employees."
Greiner first began its attempt at an unfriendly takeover earlier this year after Recticel rejected an acquisition offer.
Chapelle said Carpenter has the commercial and industrial capabilities to realize the full potential of the business.
"The complementarity in terms of product range and geographical presence clearly offers a lot of opportunities for end-consumers, retailers and employees," he said.
‘The acquisition will, without doubt, significantly strengthen our global position in the European, Asian and U.S. foams market," Carpenter CEO, Brad Beauchamp said in a news release. "Recticel’s strong know how in technical foams, its excellent R&D track record and the outspoken complementary product offering will allow our company to become a much more diversified group with an expanded geographical reach."