LONDON, UK: RHI Magnesita has agreed to acquire a 65% shareholding in Jinan New Emei for a cash consideration of ¥293 million (€40 million).
Jinan New Emei Industries Co. Ltd. is a leading producer of refractory slide gate plates and systems, nozzles and mixes for use in steel flow control, employing over 1,300 people and headquartered in Shandong province, China. Jinan New Emei’s main asset is a recently commissioned, modern facility in Laiwu, Shandong province with a highly automated production capacity of up to 80 ktpa.
Jinan New Emei recorded profit before tax of ¥33 million (€5 million) in the year to 31 December 2021 and had Gross Assets of ¥829 million (€114 million) at 31 December 2021. The business performed well in 2022, delivering growth in both revenues and profits.
The acquisition will enable the RHI Magnesita to expand its product range in steel flow control refractories and its solutions contract offering in the Chinese domestic market, both of which are key strategic priorities.
The acquisition will also give access to substantial new customer relationships in China and deliver additional production capacity for increasing supply of refractories in both China and the wider East Asia region.
The acquisition is expected to be accretive to Group earnings per share, with substantial opportunities to realise synergies from the combination of Jinan New Emei with the Group’s existing refractory business in China.
Under the terms of the acquisition, RHI Magnesita will acquire an initial 65% shareholding for a cash consideration of ¥293 million (€40 million). 80% of the initial consideration is payable on completion of the Acquisition, which is subject to competition authority clearance and is expected to occur in the first half of 2023.
The remaining 20% of the initial consideration is payable on the first anniversary of completion of the Acquisition.
The Group has also committed to acquiring the remaining 35% of Jinan New Emei shares in exchange for a Deferred Consideration, payable in 2026, to be calculated at an agreed multiple of the average annual EBITDA delivered by Jinan New Emei over the three year period from 2023 to 2025.
The Acquisition will be funded from RHI Magnesita’s existing committed and undrawn debt facilities and cash.
Commenting on the Acquisition, Stefan Borgas, Chief Executive, said: “This transaction represents an important step in the development of our flow control refractory business in China and is directly aligned with our stated strategy to grow through consolidation in fragmented new markets where we are currently under-represented. China is the largest steel market in the world, accounting for over 50% of global production, and the addition of Jinan New Emei to our existing Chinese operations will broaden our product and solutions contract offering for our steel customers, enabling us to better serve our domestic customers in China and in the wider East Asia region.”