Nikon to acquire SLM Solutions
Launching all cash public takeover offer for SLM at €20 per share
SLM Solutions Group AG (“SLM Solutions”, “SLM” or the “Company”) and Nikon Corporation (“Nikon”) have entered into an Investment Agreement in relation to a voluntary public takeover offer that Nikon intends to launch for all outstanding shares of SLM at a cash consideration of EUR 20 per share. Nikon, a manufacturer of – among other things – tomography systems for NDT, had previously entered the metal AM service market by acquiring a majority stake in Morf3D, a leading California-based AM company serving the aerospace industry and a major user of SLM Solutions technologies (among others).
The EUR 20 offer price represents a 75% premium to the XETRA closing price of SLM’s shares on September 1st, 2022, and an 84% premium over the last 3-month volume-weighted average price of SLM’s share of EUR 10.89.
SLM’s CEO Sam O’Leary commented: “Nikon has more than a century of history in developing cutting-edge optoelectronic technology and precision equipment. I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike.”
Nikon has obtained binding commitments from SLM’s key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM’s founder Hans J. Ihde to support the transaction by way of irrevocable tender commitments comprising shares and all SLM convertibles bond securities to be held.
Those following the AM industry may remember that General Electric had also made an offer to Elliot to acquire SLM Solution when it decided to enter the metal laser PBF AM hardware market. However, Elliot refused the offer at that time and GE decided to veer towards Concept Laser (in addition to Arcam for EBM technology). For those who follow the European football business, it is also interesting to note that Elliot just accepted to sell its A.C. Milan assets to Red Bird, another US-based fund.
The tender takeover offer has a limited set of closing conditions. Completion is contingent on foreign investment control clearance and certain further customary conditions. The transaction will not be subject to a minimum acceptance threshold and will not require anti-trust approvals.
The SLM management and supervisory boards welcome and, subject to a review of the offer document, fully support the transaction and the takeover offer. Also, the members of the SLM management and supervisory boards have committed to tender their shares into the takeover offer. SLM expects the takeover offer to commence at the end of September or early October 2022.
Concurrently to the signing of the Investment Agreement but independent of the closing of the takeover offer, SLM today also resolved a 10% capital increase without subscription rights which Nikon fully subscribes to at the takeover offer price. The gross proceeds to SLM will be approximately EUR 45.4 million and will be used for the partial repayment of convertible bonds 2017/2024 as well as for funding ongoing business operations.
With SLM becoming part of Nikon’s digital manufacturing strategy, SLM management is convinced this transaction will further enhance SLM’s ability to stay at the forefront of metal Additive Manufacturing and enhance its leadership position in delivering superior products and solutions to its customers.
Toshikazu Umatate, CEO of Nikon said: “By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030. We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal additive manufacturing for our stakeholders. 3D Printing will revolutionize mass- production by enabling our clients to manufacture highly complex parts, and reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM Solutions share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business.”
Nabeel Bhanji, senior portfolio manager on behalf of Elliott Advisors (UK) Limited, an affiliate of Elliott Investment Management L.P. said: “Elliott is pleased to have played a key role in SLM’s journey over the past six years, helping the Company stay attheforefrontofAdditiveManufacturinginnovationandproductdevelopment. We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM’s market-leading products.”
While SLM will play an integral role in Nikon’s digital manufacturing strategy, Nikon committed not to initiate the conclusion of a domination agreement for at least three years. The Company will continue to be led by its current senior management team.
Citigroup Global Markets Europe AG is acting as exclusive financial advisor to SLM Solutions, Gleiss Lutz is acting as legal counsel to the Company and Sullivan & Cromwell is acting as legal advisor to SLM’s supervisory board.