The Urethane Blog

Recticel Clarification

Clarification with regard to Recticel’s strategic intent

Occasional information, Brussels, 15/10/2021 — 18:07 CET, 15.10.2021

Recticel clarifies certain key elements with regard to its recent announcement on the sale of its Engineered Foams division:

  • As communicated in its press release of 11 October 2021, Recticel has received a binding offer from Carpenter to acquire Recticel’s Engineered Foams business which is only subject to shareholder approval and to customary conditions including regulatory approval and confirmatory due diligence. Carpenter’s binding offer is not subject to any financing condition. The outcome of the confirmatory due diligence will be known before the general meeting that will decide on the transaction and further details of this deal will be communicated upon publication of the convocation for this general assembly. 
  • The cash consideration of Carpenter’s offer for the Engineered Foams business is based on an enterprise value1 of EUR 656 million, which represents EUR 11.65 per Recticel share on a fully diluted basis. The offer is made on a cash and debt free basis. 
  • Greiner states in its press release that its public offer on Recticel values the company at an enterprise value of EUR 1,173 million or EUR 20.8 per Recticel share. This is not in line with Greiner’s prospectus, which implies an enterprise value of EUR 1,058 million  or EUR 18.8 per share. 
  • The implied value of the Insulation business in Greiner’s offer amounts to only EUR 411 million, which is significantly below the average broker consensus valuation of EUR 708 million. It substantially undervalues Recticel’s Insulation business; the difference between both amounts to EUR 297 million, equivalent to EUR 5.3 per share on a fully diluted basis.
  • As communicated in the 11 October 2021 Recticel press release, the Board of Directors of Recticel 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 in a tax effective way (capital reduction, repurchase of own shares). 
  • Recticel expects to publish in due course its Response Memorandum which will describe the view of the Board of Directors of Recticel on the Prospectus of Greiner, including on the Offer Price   
  • The divestment process of the Bedding business is on track and in line with the previously communicated schedule, i.e. a signing in 4Q2021 and a closing in 1Q2022.