Press release
Special Shareholders Meeting authorises the sale of the Engineered Foams business to Carpenter Co., as proposed by the Board of Directors
At the Special Shareholders Meeting of Recticel, which took place yesterday, all proposed resolutions regarding the sale of the Engineered Foams business line to the US company Carpenter were approved. 73.93% of all outstanding shares were present or represented.
The shareholders authorised the proposed sale of the Engineered Foams business by the Company to Carpenter Co. (or any of its subsidiaries) for a cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis, whereby the equity price will be determined on the basis of the actual net financial debt position and working capital position at completion of the transaction.
Of the votes casted 63.45% were in favour and 36.55% were against.
The shareholders also granted the power to the Board of Directors to negotiate, agree and execute the share purchase agreements and any other related transaction agreements, determine the final equity purchase price based on the net financial debt and the working capital position and any other terms and conditions for the sale, and to sign any further documents and perform any further acts that are required for the implementation of the proposed sale, including the carve-out of the Engineered Foams business.
The transaction is subject to customary closing conditions, including anti-trust clearances and employee information and consultation procedures in the relevant jurisdictions and is expected to be closed around mid-2022.
