Milan, June 27, 2012
The agreement provides for the acquisition, as at today, of 20% of Memry GmbH’s shares for a consideration of €0.5 million, to be paid by July 15, and states that the remaining 20% will be purchased by February 2013 at the same price of €0.5 million, or by the first half 2014, at a price related to the difference between the sales of 2013 and of 2011 and in any case for a final amount that will be not less than €375 thousand.
Memry GmbH operates in the production of shape memory alloy (SMA) semi-finished products and components for industrial and medical applications.
SAES Getters (SAES), the Italian Group world leader in the production of shape memory alloy
(SMA) components and systems, announces today the signing of an agreement with Matthias
Mertmann, founder, 40% shareholder and current Managing Director of Memry GmbH (60% controlled by SAES Getters S.p.A.) to acquire, in two subsequent tranches, the entire share capital of the company.
The first tranche, equal to 20% of Memry GmbH’s shares, has been acquired by SAES Getters today, for a total consideration of €0.5 million to be paid by July 15, 2012. The remaining 20% of the shares may be transferred in the period between January 1 and February 28, 2013, or by the first half 2014, according to two options set by the agreement signed today, that provides for, in the first case, the payment by SAES of the same amount, equal to €0.5 million; in the second case, a consideration equal to the initial amount of €0.5 million , adjusted for a factor related to Memry GmbH’s sales in 2013 and in any case not less than €375 thousand.
Today’s agreement, whose terms were negotiated taking into account the changed business conditions of the company, cancels and replaces all prior agreements and in particular the one signed between the parties on December 15, 2008 for the sale in tranches of 100% of the shares to SAES Getters.
Please note that Consolidated Financial Statements of the SAES Getters Group for the year ended on December 31, 2011 included a financial debt calculated on the basis of the former agreements: this debt will be re-calculated on the basis of today’s contract.
Memry GmbH achieved sales equal to €3.2 million in 2011, showing an increase (+32%) compared to sales of €2.4 million in the previous year, and a net income of €0.7 million, compared to €1.15 million in 2010.