Livingstone’s Industrial team has advised London Stock Exchange listed Morgan Advanced Materials plc (‘Morgan’) on the divestment of its UK Electro Ceramics business, comprising two sites at Ruabon and Southampton, to CeramTec UK Limited, a fully owned subsidiary of CeramTec GmbH.
The transaction is structured as a sale of the business, assets and goodwill for a consideration of £47m on a cash-free, debt-free basis, payable in cash at completion, subject to customary closing working capital adjustments.
Electro Ceramics’ is a developer and manufacturer of electroceramic products which are used by OEMs as components in sub-assemblies or further processed by the business into complex and bespoke sensors and transducers.With a breadth of piezo and dielectric compositions, Electro Ceramics helps its customers to solve technically challenging problems in global markets such as transportation, electronics & telecoms, energy and medical equipment. The divestment is in line with Morgan’s strategy, outlined in 2016, to simplify its portfolio and focus on its technology businesses of scale.
CeramTec is an international leading manufacturer of ceramics for technically demanding applications, whose activities are highly complementary to that of the Electro Ceramics. The Company has around 3,200 employees worldwide and has achieved revenues of approximately €501 million in 2015.
CeramTec is a portfolio company of Cinven. Pete Raby, Morgan CEO, said: “I am pleased to announce the sale of UK Electro-Ceramics. This divestment supports our aim of simplifying Morgan to focus on technology businesses of scale, allowing us to better service global markets and to drive the most value from our core activities. UK Electro-Ceramics is a specialist business with excellent customer relationships. This transaction will build its scale and combine its expertise with that of CeramTec, creating a stronger and more resilient platform for the future.”
Paul Boulton, Morgan Company Secretary/General Counsel, added “Livingstone was appointed based on a track record of advising on complex carve out transactions. Throughout the process they provided sound commercial advice and adopted a hands-on approach; we are delighted with what is an excellent outcome.”
Henri Steinmetz, CeramTec CEO, stated: “We are excited by the prospect of bringing together the significant expertise and knowledge in piezo and dielectric ceramics which complement each other perfectly. This transaction opens the door to many new opportunities and possibilities for CeramTec: new markets, new application areas, and new developments. Together, we are stronger and we will be able to offer our customers an even broader spectrum of products and applications. The significant demand for sensors and measurement technology as well as control and monitoring systems provides the best opportunities for a successful future.”
Graham Carberry, Partner at Livingstone London, commented: “We are delighted to have assisted Morgan in implementing the strategy that has been outlined for the Group. Electro Ceramics is a leading business in this sector with deep technical expertise and operational capability and there are compelling commercial and operational drivers for the transaction. I’m confident Electro Ceramics will be a highly successful acquisition for CeramTec.”
Andrew Isgrig, Partner at Livingstone Chicago, added: “This transactions marks the 25th deal in the Industrial sector in the last 12 months and continues the string of successful industrial technology transactions, following the recent sales of Nu Instruments to Ametek and ams AG sale of certain assets to STMicroelectronics.”