Upload
others
View
1
Download
0
Embed Size (px)
Citation preview
Acquisition brochureRemosa SpA
February 2012
1
IMI plc (“IMI” or the “Group”) is pleased to announce the acquisition (via one of its subsidiary companies Orton) of Remosa SpA and related companies (collectively “Remosa”), a leading manufacturer of critical valve solutions for severe applications, primarily for applications in the downstream petrochemical sector. Remosa was acquired for an enterprise value of around €100m (£83m) from the founding Mambrini family for a cash consideration of €82.4m and the net debt assumed of approximately €17.6m.
Remosa is headquartered and has its main manufacturing facility in Sardinia, Italy. It employs approximately 360 employees, who will be transferring with the business. In the financial year ended 31 December 2011, Remosa had sales of €48m1 and underlying EBITDA was €8m1 and a robust order book as at 31 December 2011 to underpin future growth.
Strategic Fit
Remosa will join IMI's Severe Service division, which is a leading global provider of custom engineered valve, actuation, and control solutions for critical in-plant processes, focusing on the Power Generation, Oil & Gas, Petrochemical and Iron & Steel markets. The acquisition of Remosa is highly complementary with Zimmermann & Jansen, which IMI acquired at the end of
Acquisition overview
Remosa is highly complementary with Zimmermann & Jansen, which IMI acquired at the end of 2010 and will strengthen the Group’s presence in the downstream Petrochemical market.
1Note: Financials presented are based on 2011 unaudited financials
2
60%
40%
Valves, Actuators & HPCUs Service & Spares
4%
37%
59%
North America Western Europe Emerging markets
2011 sales by segment 2011 sales by segment
High percentage of customised or
engineered to orderproduct
Strong order backlog to underpin near-term
forecasts
Long established and respected brand, with well
recognised technical expertise
Strong financial track record
Mission-criticalprocess control
equipment
A strong strategic fitRemosa exhibits the key characteristics that IMI seeks in its acquisition candidates and sits within IMI’s strategic sweetspot.
3
Focus on niches with high barriers to entry and few competitors
Significant installed baseof valves supporting future
aftermarket sales
Experienced management team with
proven capabilities
High exposure to emerging markets
Long term relationships with Key Account
Customers
History and pipeline of innovation and successful
new product development
As part of IMI Severe Service we anticipate significant potential for
commercial and operational synergies
Strong heritage of innovation and engineering excellence
• Remosa has a long heritage in the refining and petrochemical market serving the most severe applications. Their first valve was installed over 30 years ago and is still operating today.
• In 2003, Remosa introduced its own line of actuator systems with superior control technology enabling customers to more efficiently control catalyst consumption – a key consideration in Fluid Catalytic Cracking (“FCC”) applications.
• With Remosa’s in-house engineering know-how, they continue to innovate new modeling techniques that better predict customer process performance - significantly reducing customer risk during revamps and turnarounds.
• The valves ,which are up to 4 metres in diameter and can weigh up to 200 tonnes, are built to withstand pressures up to 44 bar and temperatures up to 980 oC
• Remosa has a strong reputation in the market for providing maximum uptime to its customers.
• Remosa is a leading supplier to all three major OEMs on butterfly expander valves used in FCC energy recovery systems.
Established emerging markets presence
• Remosa already has a strong presence in emerging markets (including South America and Asia) with approximately 59% of 2011 sales coming from those markets.
Strategic acquisition rationale
Asia) with approximately 59% of 2011 sales coming from those markets.
• Remosa has a strong relationship with key customers in Brazil where it has delivered over 100 valves in 22 refineries.
A powerful combination within IMI Severe Service: Z&J + Remosa
There are a number of opportunities to drive synergies from combining Remosa with IMI’s existing Severe Service businesses including:
• c.40% of the FCC installed base is in North America, which provides a significant aftermarket opportunity for the combination. Remosa currently has no physical presence in the US.
• Rationalising procurement and product lines will have a significant benefit. For example, Z&J currently outsources the manufacture of its Hydraulic Power Control Unit (HPCU) which Remosa can manufacture in-house.
• Bringing the IMI Severe Service aftermarket techniques and disciplines to Remosa should lead to incremental sales and profits.
• Remosa will be able to supply IMI Severe Service with actuators and HPCUs for its fossil power sector.
• Remosa has stronger customer relationships in South America which the rest of the Severe Service business can leverage.
• Remosa can leverage IMI’s successful business model in China (where the FCC market is currently dominated by competitors).
• Procurement opportunities between Remosa and the existing Severe Service division.
4
Product type Product type
Slide valve Goggle valve
Diverter valve
Check valve
Product overview
5
Butterfly valve
Hydraulic Power Control Unit
Gate valve Linear actuator
6