ABC Technologies Holdings Inc. has entered into a definitive agreement to acquire Karl Etzel GmbH from the Schurrle family for approximately $95-million (U.S.).
Based in Muhlacker, Germany, Etzel was founded in 1976 and is a leading Tier 1 and Tier 2 supplier to the German luxury OEM (original equipment manufacturer) market. Etzel's expertise in injection moulding plastics for OEM interiors and exteriors will grow ABC's product suite in the European market as well as provide greater diversification to German-based global OEMs. For the last 12-month period ended November, 2021, Etzel generated approximately $100-million (U.S.) in revenue.
"The acquisition of Etzel will provide ABC the opportunity to meaningfully expand our scale in Europe while entering the interior products space on the continent with a strong customer base of luxury OEMs. These OEMs have looked to Etzel to provide global solutions, which will be enabled with ABCs existing footprint," said Todd Sheppelman, president and chief executive officer of ABC Technologies. "Etzel's management team has built a solid European foundation from which to grow with its existing customers, especially in North America, as well as giving ABC a base upon which to cross-sell its existing product suite."
"Etzel and its employees are excited to join ABC Technologies, which will allow us to reach a new level of growth through a more global organization," said Etzel's president and CEO, Andreas Schurrle. "ABC's leadership position in the injection moulding and lightweighting market will enable Etzel to expand in North America, where our German OEM customers have significant manufacturing presence, but where we have thus far not been able to serve them. We see this as a great match for Etzel, ABC and our customers."
The Etzel acquisition is subject to approval by the German Federal Antitrust Office and the Austrian Federal Competition Authority. The Etzel acquisition is expected to close in ABC Technologies' fiscal third quarter 2022 (first quarter calendar year 2022).
Etzel acquisition financing commitment
To finance the Etzel acquisition, the company today announced a debt commitment letter from each of AP IX Alpha Holdings (Lux) Sarl, the company's controlling shareholder and a fund managed by affiliates of Apollo Global Management Inc. (together with AP IX Alpha, the Apollo funds or Apollo), and OCM Luxembourg OPPS XI Sarl and OCM Luxembourg OPPS XB Sarl (together with OPPS XI, the Oaktree funds), funds managed directly or indirectly by Oaktree Capital Management LP. Pursuant to the Etzel acquisition financing commitment, AP IX Alpha and Oaktree funds will advance, directly or through any of their respective affiliates, to the company or its subsidiaries an amount up to the funds needed to finance the Etzel acquisition in the form of unsecured subordinated debt.
Each of AP IX Alpha and the Oaktree funds are a related party of the company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, as each of AP IX Alpha and the Oaktree funds exercises control and direction over more than 10 per cent of the issued and outstanding common shares of the company. The Etzel acquisition financing commitment is exempt from the related party provisions of MI 61-101. Entry into the Etzel acquisition financing commitment on behalf of the company was considered and approved by the non-conflicted members of the board of ABC Technologies.
Blake, Cassels & Graydon LLP and Ashurst LLP are counsel to ABC Technologies. Evercore is sole financial adviser to ABC Technologies and its board of directors. Sparkasse Pforzeim Calw is financial adviser and Bender Harrer Krevet is counsel to Etzel. Apollo and Oaktree, through their managed funds, are investors in ABC Technologies. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Goodmans LLP are counsel to Apollo and Stikeman Elliott LLP is counsel to Oaktree in connection with the Etzel acquisition financing commitment.
About ABC Technologies Holdings Inc.
ABC Technologies is a leading manufacturer and supplier of custom, highly engineered technical plastics and lightweighting innovations to the North American light vehicle industry, serving more than 25 original equipment manufacturer customers globally through a strategically located footprint. ABC Technologies' integrated service offering includes manufacturing, design, engineering, material compounding, machine, tooling and equipment building that are supported by an experienced engineering team of approximately 600 skilled professionals and 6,150 employees worldwide. The company operates in six product groups: HVAC systems, interior systems, exterior systems, fluid management, air induction systems, and flexible and other.