Comer Industries acquires Nabtesco's 'Hydraulic' business unit for EUR 85 million

Comer Industries - specialised in the design and production of advanced engineering systems and mechatronic solutions, and listed on the Euronext Milan segment of the Italian Stock Exchange - has signed a binding agreement to acquire the "Hydraulic Equipment" business unit (hydraulic products, components and accessories used in the production of construction equipment) of Japan's Nabtesco Corporation, including the majority stakes held by Nabtesco Corporation in its subsidiaries in China, Thailand and Germany. Nabtesco Corporation is one of Japan's leading global engineering conglomerates, listed on the Tokyo Stock Exchange and specialising in motion control technology-based products, including aeronautical and hydraulic systems, precision equipment and transportation equipment.

With a global turnover of around 272 million euro pro-forma, pro-forma Ebitda of around 225 million euro and around 800 employees at the end of 2024, Nabtesco's Hydraulic Equipment division alone is strong with a small and large product portfolio that includes motors, control valves, piston pumps and other components for a wide range of applications in construction, agriculture, mining, road, marine and special vehicles.

For a consideration of ¥14,217 million (equivalent to approximately €85 million), subject to a post-closing price adjustment mechanism, Comer Industries will acquire 70% of a new company, a Newcp, which, following the completion of the corporate demerger of Nabtesco Corporation, will own all the assets of Nabtesco's Hydraulic Equipment division, including the majority stakes held by Nabtesco Corporation in subsidiaries in China, Thailand and Germany. Comer Industries intends to finance the transaction through a combination of existing cash and available credit facilities. In turn, Nabtesco Corporation will continue to own the remaining 30% of NewCo's capital, maintaining a stake in the business area and thus certifying the industrial alliance with Comer Industries.

The Group that will result from this combination will have - based on pro-forma aggregate figures as of 31 December 2024 - a turnover of more than EUR 1.2 billion, with an Ebitda of EUR 179 million and post-closing financial debt of EUR 180 million. The closing is expected by the end of the fourth quarter of 2025 and is subject to the usual conditions for this type of transaction, including regulatory approvals.
Upon closing of the acquisition, Comer Industries and Nabtesco Corporation will enter into a shareholders' agreement governing their relationship as shareholders of NewCo, including, among other things, certain restrictions on the circulation of NewCo's shares (including a lock-up period of two years applicable to both shareholders) and certain put option rights (put option) in favour of Nabtesco Corporation. The put option rights will be exercisable by Nabtesco Corporation within 90 days of the date of approval of NewCo's financial statements for the years 2027, 2028 and 2029; or upon the occurrence of certain events, in all cases at a price calculated in accordance with a methodology that takes into account the value of NewCo's equity.

The acquisition is strategic for Comer Industries because it allows it to acquire a fully proprietary technology portfolio by integrating Nabtesco's expertise and industrial strength in hydraulic technologies, further expanding the Group's international presence in Asia with the addition of four production plants in Japan, China and Thailand. As well as being the meeting of two very different industrial cultures.