Twin Disc, Inc., which manufactures marine and land-based transmissions and propulsion systems, has entered into an agreement to acquire Veth Propulsion Holding, B.V. and its wholly-owned subsidiaries (Veth Propulsion), a supplier of main and auxiliary propulsion products.
The purchase price is approximately $58.6 million plus net cash, with potential adjustments based on Veth Propulsion’s working capital as of the closing date and will be financed through a combination of cash and new debt facilities. Additional consideration of up to approximately $3.9 million will be paid in Twin Disc common stock if certain earn-out provisions are met. The acquisition is expected to be completed in July 2018 and is subject to typical closing conditions.
For more than 65 years, Veth Propulsion has provided the global marine industry with propulsion and power control products and associated services. It’s headquartered in Papendrecht, Netherlands and manufactures propellers, thrusters and generators. The company is also a supplier and repairer of diesel engines. In December 2015, Veth Propulsion selected Twin Disc as its distributor for Asian markets. The relationship expanded with a North American distributor partnership in 2016.
“As we celebrate our 100 anniversary, I am excited to announce the accretive acquisition of Veth Propulsion,” said John H. Batten, president and CEO of Twin Disc, in a statement. “Twin Disc has worked with Veth Propulsion for over two years and the companies share similar cultures based on providing customers with high-quality products and leading design, engineering and manufacturing services. Veth Propulsion strategically expands our global market opportunity, increases our size, scale and scope within the marine industry, and diversifies our market-end penetration. This is part of our continual strategy to diversify our geographies, markets and products.”
The two companies say the partnership will further globalize Twin Disc’s engineering talent and create opportunities for faster marine and propulsion product development, including hybrid technologies.
“Veth Propulsion has extensive experience in engineering and product development that will enhance our current product portfolio,” said Batten. “Innovations like Veth Propulsion’s industry-recognized Hybrid Drive and Integrated L-Drive will open new markets and opportunities for growth for Twin Disc.”
Added Erik Veth, general manager for Veth Propulsion, “The market for azimuth thruster systems is well established. This partnership provides Veth Propulsion with the opportunity for increased growth with world-class service and support in a truly global market. The Veth Propulsion management team views Twin Disc as the perfect acquirer for Veth Propulsion, and we believe that Veth Propulsion’s growth and success will be enhanced under Twin Disc’s ownership.”
For calendar year 2018, Veth Propulsion is expected to achieve sales of $60 million and the acquisition is expected to be accretive to Twin Disc’s US GAAP earnings by the second year of ownership, in fiscal year ended June 30, 2020.
As part of the acquisition, Twin Disc expects to close a new $50 million asset-based line of credit and $35 million term note.
Twin Disc’s financial advisor for the transaction was Robert W. Baird & Co. PricewaterhouseCoopers Advisory N.V, acted as accounting advisor and Loyens & Loeff N.V. served as legal advisor.