Covestro has signed an agreement to acquire the Resins & Functional Materials business (RFM) from Royal DSM. By expanding its portfolio in the attractive growth market for sustainable coating resins, Covestro is taking a significant step in its long-term corporate strategy to strengthen its sustainable and innovation-driven businesses. Adding about EUR 1 billion in revenues and an EBITDA of EUR 141 million (2019), the integration of RFM is a substantial strategic growth opportunity to expand revenues of the Coatings, Adhesives, Specialties (CAS) segment of Covestro by more than 40% to about EUR 3.4 billion (2019 pro-forma). Covestro agreed to a purchase price of EUR 1.61 billion, which will be financed through a combination of equity and debt instruments.
Dr. Markus Steilemann, CEO of Covestro: “This acquisition is an important step for our corporate strategy. RFM enhances the growth trajectory of our business. By combining our strong innovation capabilities, sustainable product portfolios as well as complementary technologies and customer industries, we will unlock significant value. At the same time, it is also a key step to drive innovation for the transition towards a circular economy.“
Attractive valuation and financing structure
Considering cash equivalents at RFM, the total purchase price of EUR 1.61 billion corresponds to a net enterprise value of approximately EUR 1.55 billion, representing a valuation of RFM at about 5.7x EV/EBITDA 2021 including pro-forma run-rate synergies. Excluding run-rate synergies the EV/EBITDA multiple would be 10.3x. Financing is secured through a financing agreement which Covestro intends to refinance with a combination of equity, debt instruments and own cash generation, consistent with the company’s commitment to maintaining a solid investment grade rating. For this purpose, Covestro is planning to utilize its currently existing authorized share capital for an equity issuance in order to raise approximately EUR 450 million.
“The acquisition is strategically and financially a perfect opportunity for us to pursue our long-term growth strategy at highly attractive conditions and tangible synergies. With the chosen financing structure, we are striking the right balance between equity and debt,” says Dr. Thomas Toepfer, Covestro CFO and Labor Director. “We look forward to welcoming our new colleagues under the Covestro roof soon. Together, we will work towards bringing our joint potential to life.”
Closing of the transaction is expected for the first quarter of 2021 and is subject to regulatory approvals, including antitrust clearance.