Recticel and Carpenter reach binding agreement to divest its engineered foam business line

Pursuant to a shareholder mandate at the December 06, 2021 Extraordinary General Meeting of Shareholders, Recticel announced that it has signed a binding agreement to sell its engineered foam business line to Carpenter, a privately held U.
S.
-based company
.

Under the terms of the agreement, the Engineered Foam business line, including the previous Nordic Bedding activity, will be sold to Carpenter for an enterprise value of €656 million
.
The share purchase agreement related to the non-French assets of the engineered foam division was signed immediately after the shareholders meeting
.
Regarding the French assets of the Engineered Foam division, Recticel is following the customary employee information and consultation procedures, which are completed before making a decision
.
Confirm that due diligence has been completed
.
The transaction is expected to close around mid-2022, subject to customary closing conditions, including antitrust reviews in relevant jurisdictions and employee information and consultation procedures
.

Net income after transaction costs is expected to be €606 million, subject to customary settlement adjustments
.
In addition, an IFRS 16 liability of EUR 35.
8 million will be transferred
.
The board will review at a later stage options for the use of the proceeds from the sale of the engineered foam business, including a possible partial distribution to shareholders
.

Recticel's Engineered Foams business line develops and manufactures durable solutions to meet the diverse needs of customers in areas such as sound dampening, sealing, filtration, handling, protection, support and comfort
.
In general, it focuses on the production, conversion and commercialization of semi-finished flexible polyurethane foams with a focus on customization
.
The Engineered Foam business currently includes 34 production sites on four continents (Europe, North Africa, Asia Pacific and the United States) and employs approximately 2,754 people
.
In 2020, total projected sales for this business line are EUR 562 million, excluding the Nordic bedding business (EUR 15 million)
.

Founded in 1948, Carpenter is a privately held company headquartered in Richmond, Virginia (USA)
.
Carpenter is a global, diversified and world-class chemical company and one of the largest integrated producers of polyurethane foam
.
The company employs around 4,300 people and has around 56 production sites around the world
.
With annual sales of approximately $2 billion in 2020, Carpenter intends to further grow its flexible foam business by complementing its existing products with technical foams and expanding its customer base and geographic reach
.

Olivier Chapelle, Chief Executive Officer of Recticel, said: "I am particularly honored that our shareholders had a massive mobilization at the December 6 Extraordinary General Meeting and that they overwhelmingly voted in favor of the sale of our Engineering Bubble to Carpenter in the U.
S.
Proposal for the business
.
This support reassures me and the board that the proposed divestiture is the best option to protect the potential of the business and our employees, as well as the interests of our broad shareholder base
.
I cannot express better the confidence of shareholders in our strategy My gratitude
.
"

“I also believe that, together with Carpenter, we have found a new owner with the commercial and industrial capabilities to fully leverage the potential of our engineered foam business know-how and highly qualified team
.
Our engineered foam business employees and Customers will find Carpenter to be a truly dedicated player in the global bubble market
.
The integrity of the product range and geographic location clearly opens up many opportunities for end consumers, retailers and employees
.
”

Brad Beauchamp, CEO of Carpenter, said: "We are very honored and excited about this announcement
.
There is no doubt that the acquisition of Recticel's engineered foam business will significantly strengthen our global position in the foam markets in Europe, Asia and the United States
.
Strong knowledge of technology bubbles, an excellent R&D track record and complementary product offerings will allow our company to become a more diverse group with an expanded geographic reach
.
We are confident in our ability to execute and close transactions in the shortest possible time frame , and look forward to successfully integrating Recticel's engineered foam business and team to deliver increased value to our customers
.
"