5N Plus to acquire Azur Space
Strategic transformation enables synergies, access to larger markets
5N Plus Inc., a Montreal-based producer of specialty semiconductors and performance materials, has entered into an agreement with Azur Space Solar Power GmbH pursuant to which 5N Plus would acquire all of the issued and outstanding shares of Azur. The Transaction is subject to the customary closing conditions, including regulatory approvals. 5N Plus will fully integrate AZUR’s workforce and will appoint Jürgen Heizmann, managing director of Azur, as a member of 5N Plus’s executive committee.
Located in Heilbronn, Germany with a workforce of 240 employees, Azur is a global leader in developing and manufacturing multi-junction solar cells for space and terrestrial concentrated photovoltaic (PV) applications. 5N Plus operates R&D, manufacturing and commercial centers in several locations in North America, Asia and Europe, including three in Germany and one in Belgium. The firm is a leading supplier to the thin-film PV renewable energy industry and a notable supplier within the U.S. satellite supply chain. The integration of AZUR will not only expand the Company’s position within renewable energy, but, through Canada’s membership in the European Space Agency (ESA), will also establish 5N Plus as a reliable and competitive supplier to the European and U.S. space programs.
“This acquisition is the foundation of a strategic transformation that will unlock notable market potential,” said Arjang Roshan, president and CEO of 5N Plus. ” Azur and 5N Plus complement each other, and our integration will culminate in a sustainable supply chain which will ensure the competitiveness and security of supply for our customers and government agencies. Moreover, the combined value chain will serve as a gateway to new businesses with significantly larger total addressable market.”
Terms of the Transaction
5N Plus will acquire all of the issued and outstanding shares of AZUR for an expected total purchase price between 73-79 million euros subject to prevailing closing adjustments. This includes 6.5 million shares of 5N Plus, subject to the TSX approval, to be issued from treasury at closing and cash payment. The sum of these two items will be approximately 53 million euros, subject to the volume-weighted average closing share price of 5N Plus prior to closing. Furthermore, 5N Plus expects to finance working capital in the range of 20 to 26 million euros with provision not to exceed 27 million euros. The cash portion of the Transaction is expected to be funded through a senior debt facility.