Nikon Corporation has agreed a voluntary public takeover of metal 3D printing firm SLM Solutions for all the company’s outstanding shares at a cash consideration of 20 EUR a share.
The 20 EUR offer price represents a 75% premium to the XETRA closing price of SLM’s shares on September 1st 2022, and an 84% premium over the last three-month volume-weighted average price of SLM’s share of 10.89 EUR. Nikon and SLM expect the deal to be completed by late September or early October 2022, with 622 million EUR* the total amount of capital expected to be required for the acquisition, per Nikon.
SLM Solutions has previously been the subject of a takeover bid in 2016 when GE Additive moved to acquire the company, only for Elliott Advisors – 20% shareholder of SLM – to eventually reject the offer. On this occasion, Nikon has obtained binding commitments from all key shareholders of SLM, including Elliot Advisors UK Limited, ENA Investment Capital and SLM founder Hans J. Ihde, who all welcome the proposed transaction.
Completion of the deal, however, is still contingent on foreign investment control clearance and certain further customary conditions, though the transaction will not be subject to a minimum acceptance threshold – which is what halted GE Additive’s takeover in 2016 – and will not require anti-trust approvals.
The support of the transaction from the SLM management is subject to a review of the offer document. Independent of the closing of the takeover offer, SLM has also resolved a 10% capital increase without subscription rights which Nikon fully subscribes to at the takeover price. The gross proceeds to SLM will be approximately 45.4 million EUR and will be used for the partial repayment of convertible bonds 2017/2024 as well as for funding ongoing business operations.
Nikon has committed not to initiate the conclusion of a domination agreement for at least three years, with SLM Solutions set to be led by its current senior management team.
Sam O’Leary, the SLM Solutions CEO, said of the deal: “Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment. I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike.”
Though the deal is yet to close, Nikon has already outlined the strategy behind the SLM Solutions takeover. The company is aiming to become a global leader in additive manufacturing by leveraging its 'cutting-edge technology and manufacturing know-how,' developing 'new business solutions through R&D collaboration' and by offering both laser powder bed fusion and directed energy deposition technologies.
Toshikazu Umatate, CEO of Nikon, added: “By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030. We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal additive manufacturing for our stakeholders. 3D printing will revolutionise mass production by enabling our clients to manufacture highly complex parts, reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM Solutions share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business.”
Nabeel Bhanji, Senior Portfolio Manager on behalf of Elliott Advisors (UK) Limited, said: “Elliott is pleased to have played a key role in SLM’s journey over the past six years, helping the company stay at the forefront of additive manufacturing innovation and product development. We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM’s market-leading products.”
*Assuming acquisition of 100% of shares on a fully diluted basis. The number of fully diluted shares is calculated by adding the number of registered share capital, the number of shares to be issued through the capital investment, and the number of additional shares assuming that all in-the-money convertible bonds are converted into common shares.
