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On January 2, Ariston Group, a world leader in sustainable thermal comfort, reported the closing of the previously announced acquisition of 100% of share capital of CENTROTEC Climate Systems GmbH from CENTROTEC SE, following the fulfillment of all condition precedents.
The acquired Group operates through four renowned brands: Wolf is a pioneer in development of new-generation heat pumps with natural refrigerants (R290) characterized by high efficiency and low noise levels; together with brands Pro-Klima and Ned Air, it also successfully operates in air-handling, offering high-efficiency systems for flow control and air conditioning in commercial applications; lastly, Brink is a prominent European player in domestic heat-recovery ventilation – a requirement for nearly-Zero-Emission Buildings.
CENTROTEC Climate Systems employs ca. 2,500 people, enjoys a solid market positioning in Germany and the Netherlands, and a significant presence in other European markets. Manufacturing is located in Germany, the Netherlands, and Croatia.
In 2021, it registered revenue of €599M and €84.8M EBITDA adjusted. The acquisition will be consolidated starting from January 2023, in the Thermal Comfort division.
The price of the acquisition paid at closing is €635.05M in cash (following a preliminary cash, debt and working capital adjustment as of 31 December 20222 ), plus 41,416,667 Ariston Holding N.V. shares.
Pursuant to Board of Directors resolution of 15 September 2022 and following the authorization of the transaction by the Extraordinary General Meeting of 19 December 2022, Ariston Holding N.V. has executed today a dedicated capital increase, with the issuance of 19,321,473 ordinary shares and 22,095,194 shares of the new “Non-listed Ordinary” class (which the Seller is entitled to convert into ordinary shares starting from 12 months after the issue). The shares have an issuing price of €8.738 (equal to the arithmetic average of the market closing price of the 6 months preceding the signing of the transaction), have been transferred to the Seller and will be subject to a lock-up of 12 months relative to the entirety of the shares, and of an additional 12 months for 20,708,335 shares.
Overall the newly issued shares approximately represent 11.1% of total Ariston shares and 2.6% of voting rights.