Company News
December 8, 2021
Another Arsenal Acquisition
Arsenal’s Meridian Acquires American Sealants Inc (ASI) HOUSTON, Texas, December 7, 2021 – Meridian Adhesives Group (Meridian) announced today the acquisition of American Sealants Inc (ASI).
Located in Fort Wayne, Indiana, ASI specializes in the innovation of product assembly adhesives and sealants. These dynamic solutions are used in multiple applications and markets, including industrial, DIY, transportation, residential and commercial building, and construction.
ASI will join Meridian’s Industrial Division, which serves the Flooring, Packaging and Product Assembly markets. The company brings a broad product line and technology base to the division’s Product Assembly category.
“ASI is a valuable addition to the Meridian portfolio, further extending our reach as a full-service solution provider of high-performance adhesives and sealants to our customers,” said Daniel Pelton, CEO of Meridian Adhesives Group. “We are excited to have ASI drive our Product Assembly focus, and we are looking forward to the company’s extensive product offering and technology base broadening the solutions we can offer our customers.” Established in 1987, ASI provides sealant and adhesive technical support and packaging solutions to customers around the world. The company offers high volume users the opportunity to private label silicone and sealant products, while simultaneously providing custom packaging innovations.
The company will be led by President Andrew Zaremba, as past president, Chris Zaremba, steps into a consulting role.
“Our ASI team is enthusiastic about joining Meridian,” said Andrew Zaremba. “Having the backing of Meridian will allow us to further grow our business and support our customers. I have worked with the Meridian team in the past and am looking forward to the innovative technology and expertise this portfolio of leading companies brings to this partnership.” For more information regarding ASI, visit https://www.americansealantsinc.com.
About Meridian Adhesives Group Meridian Adhesives Group is a leading manufacturer of high-value adhesive technologies. With a broad portfolio of dynamic solutions, Meridian serves the electronics, infrastructure, and industrial (flooring, packaging and product assembly) markets. The group’s operations are located in the Americas and EMEA, with a multitude of sales/service offices worldwide that are positioned to serve Meridian’s global customer base. For more information, visit https://meridianadhesives.com.
About Arsenal Capital Partners Arsenal is a leading private equity firm that specializes in investments in middle-market industrials and healthcare companies. Since its inception in 2000, Arsenal has raised institutional equity investment funds of more than $7.0 billion, completed more than 200 platform and add-on investments, and achieved more than 30 realizations. The firm works with management teams to build strategically important companies with leading market positions, high growth, and high value–add. For more information, please visit www.arsenalcapital.com.
December 8, 2021
Another Arsenal Acquisition
Arsenal’s Meridian Acquires American Sealants Inc (ASI) HOUSTON, Texas, December 7, 2021 – Meridian Adhesives Group (Meridian) announced today the acquisition of American Sealants Inc (ASI).
Located in Fort Wayne, Indiana, ASI specializes in the innovation of product assembly adhesives and sealants. These dynamic solutions are used in multiple applications and markets, including industrial, DIY, transportation, residential and commercial building, and construction.
ASI will join Meridian’s Industrial Division, which serves the Flooring, Packaging and Product Assembly markets. The company brings a broad product line and technology base to the division’s Product Assembly category.
“ASI is a valuable addition to the Meridian portfolio, further extending our reach as a full-service solution provider of high-performance adhesives and sealants to our customers,” said Daniel Pelton, CEO of Meridian Adhesives Group. “We are excited to have ASI drive our Product Assembly focus, and we are looking forward to the company’s extensive product offering and technology base broadening the solutions we can offer our customers.” Established in 1987, ASI provides sealant and adhesive technical support and packaging solutions to customers around the world. The company offers high volume users the opportunity to private label silicone and sealant products, while simultaneously providing custom packaging innovations.
The company will be led by President Andrew Zaremba, as past president, Chris Zaremba, steps into a consulting role.
“Our ASI team is enthusiastic about joining Meridian,” said Andrew Zaremba. “Having the backing of Meridian will allow us to further grow our business and support our customers. I have worked with the Meridian team in the past and am looking forward to the innovative technology and expertise this portfolio of leading companies brings to this partnership.” For more information regarding ASI, visit https://www.americansealantsinc.com.
About Meridian Adhesives Group Meridian Adhesives Group is a leading manufacturer of high-value adhesive technologies. With a broad portfolio of dynamic solutions, Meridian serves the electronics, infrastructure, and industrial (flooring, packaging and product assembly) markets. The group’s operations are located in the Americas and EMEA, with a multitude of sales/service offices worldwide that are positioned to serve Meridian’s global customer base. For more information, visit https://meridianadhesives.com.
About Arsenal Capital Partners Arsenal is a leading private equity firm that specializes in investments in middle-market industrials and healthcare companies. Since its inception in 2000, Arsenal has raised institutional equity investment funds of more than $7.0 billion, completed more than 200 platform and add-on investments, and achieved more than 30 realizations. The firm works with management teams to build strategically important companies with leading market positions, high growth, and high value–add. For more information, please visit www.arsenalcapital.com.
December 7, 2021
Recticel Engineered Foams Update
Recticel enters into a binding agreement with Carpenter on the divestment of its Engineered Foams business line
Regulated information, Brussels, 07/12/2021 — 06:58 CET, 07.12.2021
- Binding agreement signed with US-based Carpenter Company, one of the world’s largest integrated polyurethane foams producers
- Cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis
- Strong strategic fit, highly complementary geographic presence and product offerings
- Transaction subject to customary closing conditions and employee information and consultation procedures
Following the authorisation given by the shareholders during the Special General Meeting of 06 December 2021, Recticel announces that it has entered into a binding agreement to sell its Engineered Foams business line to the US-based privately owned Carpenter Company (“Carpenter”).
Under the terms of the agreement the Engineered Foams business line – including the formerly Nordics Bedding activities -, will be sold to Carpenter for an enterprise value of EUR 656 million. The share purchase agreement pertaining to non-French assets of the Engineered Foams division was signed immediately after the shareholders’ meeting. Regarding the French assets of the Engineered Foams division, Recticel is following customary employee information and consultation procedures, to be completed before a decision is taken. The confirmatory due diligence has been finalised. The transaction is expected to be closed around mid-2022, subject to customary closing conditions, including anti-trust clearances and employee information and consultation procedures in the relevant jurisdictions.
The net proceeds after transaction costs are expected to amount to EUR 606 million subject to customary closing adjustments. An amount of about. EUR 35.8 million IFRS 16 liabilities will be transferred as well. The Board of Directors will review at a later stage options for the use of proceeds from the sale of the Engineered Foams business, including a potential partial distribution to shareholders.
Recticel’s Engineered Foams business line develops and produces durable solutions for a wide variety of customer needs in areas such as silencing, sealing, filtering, carrying, protecting, supporting and comforting. In general, it focuses on the production, transformation and commercialisation of predominantly customised, semi-finished products in flexible polyurethane foam. The Engineered Foams activities currently consist of 34 manufacturing locations spread over 4 continents (Europe, North Africa, Asia Pacific and the USA), employing around 2,754 people. In 2020 the business line generated total pro-forma sales of EUR 562 million, excluding the Nordic bedding activities (EUR 15 million).
Carpenter Company, founded in 1948, is privately owned and headquartered in Richmond, VA (USA). Carpenter is a global, diversified and world class chemical company and one of the largest integrated producers of polyurethane foams. It employs around 4,300 employees and has worldwide some 56 production sites. Carpenter, with 2020 annual sales of around USD 2 billion, intends to further develop its flexible foams activities by complementing its existing product offering with technical foams, and expanding its customer base and geographic reach.
Olivier Chapelle (CEO of Recticel): “I was particularly honoured by the huge mobilisation of our shareholders at our Special General Meeting on 6 December as well as by the clear majority of their votes casted in favour of the proposed sale of our Engineered Foams business line to US-based Carpenter Co. This support comforts me and the Board of Directors that the proposed divestment was the best option to safeguard the potential of the business and our employees, as well as the interests of our wide shareholder base. I can’t better express my gratitude for the confidence given by our shareholders in our strategy.
I am also confident that we have found, with Carpenter, a new owner with the commercial and industrial capabilities to leverage the full potential of our Engineered Foams proprietary technology and highly qualified teams. Our Engineered Foams employees and customers will find in Carpenter a truly dedicated player in the global foams markets. The complementarity in terms of product range and geographical presence clearly offers a lot of opportunities for end-consumers, retailers and employees.”
Brad Beauchamp (CEO of Carpenter): “We are very honoured and excited about today’s announcement. The acquisition of Recticel’s Engineered Foams business will without doubt significantly strengthen our global position in the European, Asian and US foams markets. Recticel’s strong know how in technical foams, its excellent R&D track record and the outspoken complementary product offering will allow our company to become a much more diversified group with an expanded geographical reach. We are confident in our ability to execute and complete the transaction within the shortest possible timeframe and look forward to integrate successfully Recticel’s Engineered Foams business and teams in order to deliver enhanced value for our customers.”
December 7, 2021
Recticel Engineered Foams Update
Recticel enters into a binding agreement with Carpenter on the divestment of its Engineered Foams business line
Regulated information, Brussels, 07/12/2021 — 06:58 CET, 07.12.2021
- Binding agreement signed with US-based Carpenter Company, one of the world’s largest integrated polyurethane foams producers
- Cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis
- Strong strategic fit, highly complementary geographic presence and product offerings
- Transaction subject to customary closing conditions and employee information and consultation procedures
Following the authorisation given by the shareholders during the Special General Meeting of 06 December 2021, Recticel announces that it has entered into a binding agreement to sell its Engineered Foams business line to the US-based privately owned Carpenter Company (“Carpenter”).
Under the terms of the agreement the Engineered Foams business line – including the formerly Nordics Bedding activities -, will be sold to Carpenter for an enterprise value of EUR 656 million. The share purchase agreement pertaining to non-French assets of the Engineered Foams division was signed immediately after the shareholders’ meeting. Regarding the French assets of the Engineered Foams division, Recticel is following customary employee information and consultation procedures, to be completed before a decision is taken. The confirmatory due diligence has been finalised. The transaction is expected to be closed around mid-2022, subject to customary closing conditions, including anti-trust clearances and employee information and consultation procedures in the relevant jurisdictions.
The net proceeds after transaction costs are expected to amount to EUR 606 million subject to customary closing adjustments. An amount of about. EUR 35.8 million IFRS 16 liabilities will be transferred as well. The Board of Directors will review at a later stage options for the use of proceeds from the sale of the Engineered Foams business, including a potential partial distribution to shareholders.
Recticel’s Engineered Foams business line develops and produces durable solutions for a wide variety of customer needs in areas such as silencing, sealing, filtering, carrying, protecting, supporting and comforting. In general, it focuses on the production, transformation and commercialisation of predominantly customised, semi-finished products in flexible polyurethane foam. The Engineered Foams activities currently consist of 34 manufacturing locations spread over 4 continents (Europe, North Africa, Asia Pacific and the USA), employing around 2,754 people. In 2020 the business line generated total pro-forma sales of EUR 562 million, excluding the Nordic bedding activities (EUR 15 million).
Carpenter Company, founded in 1948, is privately owned and headquartered in Richmond, VA (USA). Carpenter is a global, diversified and world class chemical company and one of the largest integrated producers of polyurethane foams. It employs around 4,300 employees and has worldwide some 56 production sites. Carpenter, with 2020 annual sales of around USD 2 billion, intends to further develop its flexible foams activities by complementing its existing product offering with technical foams, and expanding its customer base and geographic reach.
Olivier Chapelle (CEO of Recticel): “I was particularly honoured by the huge mobilisation of our shareholders at our Special General Meeting on 6 December as well as by the clear majority of their votes casted in favour of the proposed sale of our Engineered Foams business line to US-based Carpenter Co. This support comforts me and the Board of Directors that the proposed divestment was the best option to safeguard the potential of the business and our employees, as well as the interests of our wide shareholder base. I can’t better express my gratitude for the confidence given by our shareholders in our strategy.
I am also confident that we have found, with Carpenter, a new owner with the commercial and industrial capabilities to leverage the full potential of our Engineered Foams proprietary technology and highly qualified teams. Our Engineered Foams employees and customers will find in Carpenter a truly dedicated player in the global foams markets. The complementarity in terms of product range and geographical presence clearly offers a lot of opportunities for end-consumers, retailers and employees.”
Brad Beauchamp (CEO of Carpenter): “We are very honoured and excited about today’s announcement. The acquisition of Recticel’s Engineered Foams business will without doubt significantly strengthen our global position in the European, Asian and US foams markets. Recticel’s strong know how in technical foams, its excellent R&D track record and the outspoken complementary product offering will allow our company to become a much more diversified group with an expanded geographical reach. We are confident in our ability to execute and complete the transaction within the shortest possible timeframe and look forward to integrate successfully Recticel’s Engineered Foams business and teams in order to deliver enhanced value for our customers.”
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