Rieter Holding Ltd., Winterthur/Switzerland, and Saurer Intelligent Technology Co. Ltd., Shanghai/China listed, signed an agreement by which Rieter will acquire three businesses from Saurer Netherlands Machinery Company B.V., Amsterdam/Netherlands, the parent company of Saurer Spinning Solutions GmbH & Co. KG, Uebach-Palenberg/Germany and Saurer Technologies GmbH & Co. KG, Krefeld/Germany.
With this acquisition, Rieter will complete the offering of ring- and compact spinning systems by acquiring the Schlafhorst automatic winder business. Additionally, Rieter invests in two attractive component businesses: Accotex (elastomer components for spinning machines) and Temco (bearing solutions for filament machines).
In total, the three businesses had a combined turnover of EUR 142 million in 2020, the year of the COVID crisis. In 2019 and 2018, the total combined turnover was at a level of EUR 235 million and EUR 260 million, respectively.
The purchase price for the three businesses is EUR 300 million on a cash and debt free basis. Rieter has financed the purchase price by cash and available credit lines.
Rieter and Saurer expect to close the transaction during the month of August. In the first step of the transaction, Rieter will acquire 57% of the shares of Saurer Netherlands. The shares will be returned to Saurer after the implementation of the transaction in six to nine months.
In connection with the transaction, it is envisaged that Rieter will supply automatic winders to Saurer in the future.
Changes in the Rieter Board of Directors
During the course of this transaction, it came to serious violations of the statutory duty of loyalty, the obligation to maintain business secrets and the Rieter Code of Conduct by the two members of the Board of Directors Luc Tack and Stefaan Haspeslagh. They have used information internal to the Board of Directors in order to compete with Rieter through their own offer.
The Board of Directors considers this to be a strong violation of Rieter’s interests, to the detriment of all of its stakeholders, and a sustained breach of the relationship of trust within the Board of Directors which makes further cooperation impossible.
Therefore, the Board of Directors of Rieter Holding Ltd. intends to convene an Extraordinary General Meeting at which its members, Luc Tack and Stefaan Haspeslagh, are to be dismissed.
To protect Rieter’s interests, the Board of Directors will file a criminal complaint against the two members of the Board of Directors. The date of the Extraordinary General Meeting will be announced at the appropriate time.