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Published: 8 February 2018
TTS sells activities to MacGregor
Norway-based TTS ASA is to sell most of its activities to rival MacGregor, part of Cargotec. The group will be renamed Nekhar ASA TTS, as it pursues a different business strategy based on the Syncrolift business for shipyards
TTS Group ASA has entered into a sales agreement with MacGregor, a subsidiary of Cargotec Oyj listed on Nasdaq Helsinki Stock Exchange in Finland.
The agreement, which is subject to regulatory approvals, implies a takeover by MacGregor of all TTS' assets except for TTS Group ASA and its Syncrolift line of products and services for shipyards.
So, shipboard cranes, hatch covers, ro-ro cargo access equipment, offshore cranes, winches, all related servicess, and so on, are going to rival company MacGregor. These lines are handled by affiliates - eg TTS Marine AB in Gothenburg - so they will be absorbed into MacGregor. Together the business lines going to MacGregor generated sales of €161M in Q1-Q3 2017, or which 27% related to service.
The agreed purchase price is NOK840M (€86.6M) on an enterprise value basis. Final pricing is therefore subject to working capital and net debt adjustments at closing. Based on Q3 2017 financials the transaction will be equivalent to NOK7.0 per share and NOK 6.6 per share on a fully diluted basis.
Both companies are global providers of handling solutions and access systems and services for the marine and offshore industries. TTS has approximately 930 employees, while MacGregor activities counts approximately 2,000 employees.
"The ships equipment industry is moving towards larger, integrated units with global presence, offering a broader scope of products and services," said TTS Group CEO Toril Eidesvik.
"In order to meet this challenge a combination of TTS's marine and offshore activities with MacGregor will be an important step in the consolidation of the industry, and is expected to be favorable to all TTS stakeholders in the long term."
The Board of Directors will propose a significant dividend to the shareholders when the transaction is completed.
The new TTS will be named Nekkar ASA TTS, later to be renamed Nekkar, and will build its future operation around Business Unit Shipyard Solutions with its Syncrolift brand, and additionally seek new investment opportunities.
"We are proud of the business we are handing over to MacGregor, with its skilled workforce, products, solutions and services. The divestment demonstrates the value of TTS's contribution to the global marine and offshore industry for more than 50 years," said Mrs Eidesvik.
"Looking forward this event creates an excellent opportunity to build a new TTS based on our heritage, access to exciting technology and knowledge clusters in Norway, together with a strong and committed management team."
TTS Syncrolift has been a major supplier to shipyards worldwide during the last 30 years, with innovative products for handling, launching and docking.
Cargotec said the acquisition will strengthen MacGregor's marine and offshore activities in key areas and add further service growth potential through the increased installed base. It will also strengthen MacGregor's position in China through the strategic joint ventures with Chinese state-owned ship building companies CSSC and CSIC.
At the time of writing, there has been no market reaction to this development.
Apparently more than two thirds of TTS's shareholders support the transaction and have committed to vote in favour of the deal in TTS Group's EGM. More than two thirds of convertible bondholders have reportedly made the same commitment, if any of their bonds are converted to shares prior to the EGM.
The acquisition is subject to regulatory approvals from competition authorities, which are expected to be received during Q3 2018, so Cargotec's outlook for 2018 remains unchanged.