JOST Werke SE (“JOST”), a leading global producer and supplier of safety-critical systems for commercial vehicles, today entered into an exclusivity agreement with Unitas Capital Pte. Ltd. and NWS Holdings Limited, with a view to finalizing the terms of a transaction in relation to the purchase of all the shares in Hyva III B.V., including its direct and indirect subsidiaries worldwide (“Hyva”). JOST is confident that a definitive agreement will be signed in the fourth quarter of 2024.
Founded in 1979, and headquartered in the Netherlands, Hyva is a leading supplier of hydraulic solutions for the commercial vehicle industries. With a global market share of more than 40%, Hyva is the market leader for front-end tipping cylinders worldwide. Hyva’s global manufacturing footprint encompasses 14 production facilities across China, India, Brazil and Europe, servicing the transport, agriculture, construction, mining and environmental industries.
JOST is convinced that the acquisition of Hyva will unlock further potential for profitable growth. Hyva’s strong brand will enable JOST to replicate its successful push-and-pull sales strategy. Hyva’s broad product portfolio and wide customer network of blue-chip OEMs, body builders, dealers and end-users will complement and expand JOST’s offerings and will strengthen the group’s position as a global supplier for the commercial vehicle industry.
Joachim Dürr, CEO of JOST Werke SE, said: “We are very pleased to have entered into an exclusivity agreement for the future acquisition of Hyva. Hyva is a highly recognized brand with a strong market leading position. The experienced management team and highly motivated staff are respected industry experts who understand applications, markets and customers’ needs very well. These capabilities strongly support JOST’s strategy to become the number one supplier for on- and off-highway commercial vehicles worldwide. The intended addition of Hyva will expand JOST’s product portfolio and offerings for customers in the transport, agriculture and infrastructure industries. In addition, Hyva’s significant knowhow with hydraulics will support the technological development of JOST’s existing products. Together, both companies will benefit from a wider regional sales and production network, transforming into an even stronger industry champion and becoming a more attractive business partner for all our customers worldwide.”
Alex Tan, CEO of Hyva, said: “We recognize the intended acquisition by JOST as a significant step for Hyva. JOST is a respected partner in the commercial vehicle industry, and we share a commitment to developing innovative and efficient transportation, environmental, and agricultural solutions. This partnership provides us with the opportunity to enhance our global market position, expand our product offerings, and reach a wider range of OEMs, body builders, dealers, and customers. Joining forces will enable quicker and more effective adoption of new digital technologies supported by enhanced joint R&D efforts for smart transportation solutions. My team and I are prepared to navigate this transition and look forward to growing our business and serving our customers better together.”
Financing
In the last twelve months, ended June 30, 2024, Hyva generated sales of about EUR 624 million, a gross profit margin of 23.4% and an adj. EBIT of EUR 41 million. JOST is targeting a synergy potential of more than EUR 20 million p.a. and expects the acquisition to be accretive. Through a combination of both businesses as well as the realization of the identified synergies, Hyva’s profitability is expected to match JOST’s strategic adj. EBIT margin corridor (10.0% to 12.0%) two years after closing.
The transaction will be financed through a combination of cash, drawdowns from currently undrawn credit facilities as well as via debt acquisition financing. No equity capital increase is contemplated nor necessary in order to finance the transaction.
Based on pro-forma LTM figures as of June 30, 2024, the combined pro-forma group leverage (net debt to LTM adjusted EBITDA excl. IFRS 16) is expected to remain below 2.5x adj. EBITDA post transaction.
Conference Call
JOST will offer a conference call for analysts and investors tomorrow, September 17, 2024, at 11:00 a.m. CEST.