Mcr Spolka Akcyjna · GPW:MCR
Mcr Spolka Akcyjna — Mercor — Merger or Acquisition (January 2025)
17 slides from Mcr Spolka Akcyjna's merger presentation, Jan 30, 2025
Slide 1: Divestment Transaction
DIVESTMENT TRANSACTION MERCOR 30 January 2025 1
Slide 2: Mercor Group Today
@mercor MERCOR GROUP TODAY
Slide 3: Leader in advanced technologies for the fire protection industry
LEADER in advanced technologies for the fire protection industry 50 Providing safety solutions for over Operating in more than countries worldwide System solution 36 groups 4 » natural smoke exhaust systems » fire ventilation systems years Sales spanning continents » fire protections of building str
Slide 4: Divestment Transaction
@mercor DIVESTMENT TRANSACTION
Slide 5: Rationale for the Transaction
RATIONALE FOR THE TRANSACTION The Management Board has decided to explore the divestment of the natural smoke exhaust and fire ventilation segments, based on the following key considerations: • Potential to drive the Group’s further growth by implementing an investment programme for the remaining pr
Slide 6: Key Terms of the Transaction 1/2
KEY TERMS OF THE TRANSACTION 1/2 • Agreement entered into on 22 November 2024 • Under the agreement, the investor will pay the Company a total consideration of PLN 420 million for the shares in the Company’s subsidiaries being divested. • Up to PLN 60 million of this amount will be deferred and paid
Slide 7: Key Terms of the Transaction 2/2
KEY TERMS OF THE TRANSACTION 2/2 • The agreement is expected to be implemented in two stages: • Stage 1 – concerning an amount of PLN 360 million – expected to be closed in Q3 2025 • Stage 2 – earn-out of up to PLN 60 million – expected to be closed in Q3 2026 • During the transitional period (of up
Slide 8: Divestment Assets in Figures
DIVESTMENT ASSETS IN FIGURES OPERATIONS TO BE Data for 1 April 2023–31 March 2024 CONTINUING OPERATIONS DIVESTED Revenue 159,954 379,649 Gross profit 33,627 102,608 Gross profit margin 21.03% 27.03% EBIT excl. administrative expenses 17,925 65,426 Historical data has been restated to reflect the cha
Slide 9: Conditions Precedent
CONDITIONS PRECEDENT The closing of the transaction is subject to the fulfilment of the following conditions precedent: • obtaining concentration clearance for the investor from the relevant antitrust authority • securing approval from the Company’s General Meeting to transfer the Company’s assets f
Slide 10: Use of Proceeds
USE OF PROCEEDS Planned allocation of proceeds • The Company expects net proceeds from the transaction to be between PLN 250 million and PLN 300 million (after debt repayment, advisor fees, grant refund, and transaction tax payments). • The Management Board of Mercor S.A. plans to propose allocating
Slide 11: Indicative Distribution of Transaction Proceeds
INDICATIVE DISTRIBUTION OF TRANSACTION PROCEEDS NO EARN-OUT WITH EARN-OUT Debt repayment Debt repayment Dividend payment Dividend payment Advisor fees Advisor fees Partial grant refund Partial grant refund Income tax Income tax Purchase of Ukrainian Purchase of Ukrainian interests interests Further
Slide 12: Company Profile Post-Transaction
COMPANY PROFILE POST-TRANSACTION • The Group will focus its operations in the following areas: o fire protections of building structures o fire partitions, fire-rated doors and gates o Industry 4.0 solutions (Mcr Tech Lab) o energy storage facilities o active fire protection systems – a new and high
Slide 13: Post-transaction: 5 manufacturing plants, around 350 employees
COMPANY PROFILE POST-TRANSACTION Post-transaction, the Mercor Group will have: 5 manufacturing plants around 350 employees Manufacturing plants Poland Spain Russia 1. Dobrzeń Wielki near Opole 3. Madrid 4. Tula near Moscow 2. Mirosław near Płock Hungary 5. Budapest 13 13
Slide 14: Summary
SUMMARY • The transaction involves the divestment of the natural smoke exhaust and fire ventilation divisions, which are relatively mature business segments. Their continued growth within the Mercor Group would require significant investment. • Attractive valuation of the transaction for Shareholder
Slide 15: Group Structure – Current Status
GROUP STRUCTURE – CURRENT STATUS MERCOR S.A. Tecresa Proteccion DFM Doors Sp. z o.o. Mercor Dunamenti 7% OOO Mercor-Proof 100% 48% Pasiva S.L (Spain) 100% (Poland) 82% Tuzvedelem Zrt (Hungary) (Russia) Mercor Fire Protection MCR SOL ENERGY Dunamenti CZ s.r.o (Czech Unitary Production Enterprise 100%
Slide 16: Group Structure – Post-Transaction
GROUP STRUCTURE – POST-TRANSACTION MERCOR S.A. New company DFM Doors Sp. z o.o. Mercor Dunamenti 7% OOO Mercor-Proof 100% 48% (Spain) 100% (Poland) 82% Tuzvedelem Zrt (Hungary) (Russia) MCR SOL ENERGY 100% Dunamenti CZ s.r.o. Unitary Production Enterprise Sp. z o.o. (Poland) (Czech Republic) MKRP Sy
Slide 17: Disclaimer
This material is intended for information purposes only. It does not constitute an advertisement for or an offer of any publicly traded securities. Its contents have been compiled from sources considered reliable and accurate by MERCOR S.A., although no assurance can be given that such sources are e