FLSmidth and thyssenkrupp Industrial Solutions AG (a fully owned subsidiary of thyssenkrupp AG) have reached an agreement that FLSmidth will acquire thyssenkrupps Mining business (TK Mining) for a total consideration (enterprise value) of 325 million, corresponding to approximately DKK 2.4 billion. Closing of the transaction is expected in H2 2022 and is subject to customary approvals from relevant authorities.
The statement said TK Mining is a leading full-line supplier of solutions for mining systems, material handling, mineral processing and services, which is highly complementary to FLSmidths offering. TK Mining has an asset light business model and is present in 24 countries with engineering and global service centres, and has close to 3,400 employees. In 2020, revenue was 780 million (approximately DKK 5.8 billion) with around one-third deriving from services. The business delivered a high single-digit negative EBIT margin and is expected to return to profitability by year 2024 based on the ongoing restructuring undertaken by TK Mining. In addition, the combination with FLSmidth offers large cost synergies, creating significant shareholder value.
A combination of the two companies will create a leading global mining technology provider with operations from pit to plant, extending the strategic customer relationships with a complementary product offering and customer base as well as improved geographic coverage. Furthermore, TK Minings extensive active installed base, together with FLSmidths strong existing service setup, will provide additional aftermarket opportunities, while the joint R&D capabilities and combined portfolio will enable accelerated innovation in digitalisation and MissionZero solutions. The mining industry is characterised by sound fundamentals and a positive outlook, based on underinvestment over the past decade and increasing demand due to the clean energy transition. The timing of this acquisition positions FLSmidth to capture enhanced value from the mining growth cycle underway.
Thomas Schulz, Group CEO of FLSmidth, said: TK Mining and FLSmidth are a perfect match, and I am proud to announce this agreement to join forces. This is a truly transformational deal allowing us to accelerate our growth ambitions in mining by creating a stronger talent pool and one of the worlds largest and strongest suppliers to the mining industry. Our complementary customer base and improved geographic coverage will offer a strong value proposition to our customers. There is a significant opportunity in transforming TK Mining towards FLSmidths business mix and model in which higher margin service business makes up about 60% of revenue. I look forward to welcoming TK Minings management team and talented staff to our organisation.
Martina Merz, Group CEO of thyssenkrupp AG, said: FLSmidth is an excellent owner and a very good new home for our mining activities. The companies have a strong cultural fit and are a good match: the business models are comparable; the technologies complement each other well. The result is a world-leading technology provider from pit to plant. This is also a great opportunity for our employees. The merged new company will be able to drive innovation and digitalisation even faster and will increasingly focus on sustainability and ways to reduce environmental footprint.
Compelling strategic rationale
The combination of FLSmidth and TK Mining creates a business with a total proforma 2020 revenue of DKK 22 billion (3.0 billion), increasing FLSmidths annual Mining revenue by more than 50% and positioning FLSmidth in the top-tier of suppliers to the mining industry. The acquisition will accelerate FLSmidths growth ambitions with a strategic focus on Mining, which is expected to constitute approximately 75% of Group revenue after closing of the transaction. In addition to the competitive advantages of scale, FLSmidth will be able to offer a stronger value proposition to customers through combined competencies, a wider offering and a more extensive customer reach.
A thorough due diligence by FLSmidth has shown that large cost synergies can be derived from a combined customer approach and service setup as well as pooled innovation, procurement, administrative structure, and optimised geographic footprint. Adding to the value creation through compelling synergies, significant opportunity exists to increase services by transforming TK Minings business mix towards FLSmidths business mix, hence lifting margins significantly over time.
TK Minings offering is described as an ideal fit with FLSmidths sustainability and digitalisation agenda. Combining TK Minings solutions for open-pit mining equipment and systems, crushing, grinding, conveying and processing with FLSmidth existing premium offering will strengthen the combined business ability to digitalise mines from pit to plant and to reduce their environmental footprint.
Strong financial benefits
The transaction offers an attractive opportunity to create long-term value for FLSmidths shareholders, and it is FLSmidths expectation that TK Mining will contribute positively to net profit and cash flow from 2024 on a stand-alone basis in addition to net effects from synergies. Annual run-rate synergies of DKK 370 million (50 million) are expected by the end of year 2024 and integration costs are expected to be DKK 560 million (75 million) and will be phased over three years (2022-2024). Funding of the acquisition is secured through debt facilities which are available beyond transaction close and are expected to be supplemented with equity before transaction close. Given the carve-out nature of this transaction, the project focused nature of the current TK Mining business, and the expected duration of the integration period, FLSmidth plans to seek approval to raise up to 20% new equity at an Extraordinary General Meeting, to be held on 26 August 2021. Based on current market conditions, FLSmidth expects to raise 15-20% new equity. Danske Bank, J.P. Morgan and Nordea have been appointed to assist this process. Following closing of the transaction, further details on the impact of the acquisition will be communicated, including an update on synergies and timing of integration.
Key transaction highlights
- Total consideration (enterprise value) of 325 million (DKK 2.4 billion)
- Equity value of 241 million (DKK 1.8 billion) subject to change between signing and closing
- EV/EBITDA normalised incl. synergies of less than 4x post integration
- Expected run-rate synergies of DKK 370 million (50 million)
- Expected integration costs of DKK 560 million (75 million)
- Expectation that TK mining will contribute positively to net profit and cash flow from 2024 on a stand-alone basis in addition to net effects from synergies
- Funding secured though debt facilities which are available beyond transaction close and are expected to be partly refinanced by equity before transaction close
The transaction is conditional upon customary regulatory approvals and formal approval by the supervisory board of thyssenkrupp AG and the supervisory board of thyssenkrupp Industrial Solutions AG. The transaction is expected to be completed in H2 2022. Until then the two companies will continue to operate as separate and competing entities. J.P. Morgan Securities plc has acted as sole financial advisor to FLSmidth on this transaction.