CAREL Industries S.p.A. (“CAREL” or the “Group”) announces that the acquisition of 100% of the share capital of Klingenburg GmbH (and its subsidiaries) and Klingenburg International Sp. Z.o.o. (“Klingenburg” or the “Klingenburg Group”), leading producers of a wide range of products used mainly for heat recovery in ventilation and humidification systems, adiabatic cooling and air purification.
The Klingenburg Group, founded in 1979, is the European leader in the production and sale of rotary and plate heat exchangers, essential elements in the recovery of heat and therefore in guaranteeing significant energy savings in ventilation systems.
The transaction rationale is attributable, first, to the implementation of one of the main cornerstones of the Group’s strategy, calling for a growth path through M&A, also through products complementary in applications of reference. Furthermore, it aims at strengthening CAREL’s positioning in the industry of air handling units, joining the acquisitions of Recuperator S.p.A. and Enginia S.r.l, completed respectively in 2018 and 2021, responding to the same logic.
The effects of the transaction also reflect positively on Klingenburg, who will benefit from an improved competitive positioning and investment capability not achievable earlier, in addition to a articularly advanced technological know-how. To this, the global footprint of the CAREL Group is added, as well as its extensive customer base, which will open new markets and new geographies with the creation of significant cross-selling opportunities. In articular, the possibility of producing in the United States would allow for an easier North American market penetration for Klingenburg products, especially suited for local market needs.
The transaction, through which CAREL Industries S.p.A. takes over control of Klingenburg GmbH and Klingenburg International Sp. Z.o.o. via the acquisition of 100% of the share capital of the German and Polish companies, took place in response to an Enterprise Value of Euro 12.0 million (adjusted for approximately 2 million deferred capex). The actual cash-out will depend on the limited price adjustments that will be made, as is customary, on the actual amount of Klingenburg’s net financial position and net working capital as at the closing date.
The agreement provides the buyer with contractual guarantees (and related indemnity protection) in line with market practice, as well as the use of insurance tools.
CAREL used available financial resources to pay the purchase price.
Francesco Nalini, CEO of the CAREL Group, commented: “The transaction completed confirms once again the ability of the Group to pursue its growth objectives through M&A with coherence and timeliness. Specifically, it represents an additional step forward towards the enrichment of the product range geared to the industry of air handling units, as well as the completion of the technologies offered in the area of heat exchangers, already partially covered with the Recuperator acquisition in 2018. Therefore, the company continually presents itself as a supplier of complete control solutions with high added value in the conditioning and refrigeration industry, with energy efficiency as one of their main characteristics.”
