FLSmidth & Co. A/S (CPSE:FLS) signed an agreement to acquire mining business of Thyssenkrupp from thyssenkrupp Industrial Solutions AG for an equity value of approximately €240 million on July 29, 2021. Equity value of €241 million is subject to change between signing and closing. Total consideration (enterprise value) of the transaction is €325 million. It is being negotiated if thyssenkrupp's Indian mining business will be part of the transaction. As of September 6, 2021, according to FLSmidth A/S, acquisition of Thyssenkrupp AG's mining business would not include the operations in India. Consequently the total consideration (enterprise value) for TK Mining will be reduced by €45 million (approximately DKK 335 million) to €280 million (approximately DKK 2.1 billion). The exclusion of the TK Mining activities in India will not affect the transfer of TK Mining's key IP and technologies to FLSmidth as part of the overall transaction. Funding of the acquisition is secured through debt facilities which are available beyond transaction close and are expected to be supplemented with equity before transaction close. As of September 9, 2021, the Board of Directors of FLSmidth & Co. A/S has resolved to launch an offering of new shares at market price (the Offering) and will consist of up to 6.4 million new shares of DKK 20 each (€2.69 each). The net proceeds from the Offering are intended to be used for payment of the purchase price in respect of FLSmidth & Co. A/S contemplated acquisition of Thyssenkrupp AG's mining business. Given the carve-out nature of this transaction, the project focused nature of the current mining business of Thyssenkrupp, and the expected duration of the integration period, FLSmidth plans to seek approval to raise up to 20% new equity at an Extraordinary General Meeting, to be held on August 26, 2021. Until completion, the two companies will continue to operate as separate and competing entities. For the year-end September 2020, revenue of TK mining was €780 million and it delivered a high single-digit negative EBIT margin. EV/EBITDA normalized including synergies of less than 4x post integration. The transaction is conditional upon competition authority approval, customary regulatory approvals, approval by the supervisory board of thyssenkrupp AG and thyssenkrupp Industrial Solutions AG and subject to merger control approvals. As of March 23, 2022, FLSmidth has now received regulatory clearances from the Australian, South African, Peruvian and Chilean authorities. The transaction is expected to be completed in H2 2022. The combination with FLSmidth offers large cost synergies, creating significant shareholder value. As of August 3, 2021, the transaction is expected to be closed within the next 12 months. FLSmidth today announced that all conditions and requirements for the acquisition of thyssenkrupp's Mining business. As of August 11, 2022 the transaction will close on 31 August 2022.


J.P. Morgan Securities plc acted as financial advisor to FLSmidth on this transaction. Ralf Morshäuser, Patrick Kaffiné, Christian Cascante, Maike Sauter, Tobias Falkner, Andrej Popp, Julia Müller, Yvonne Gerster, Nikolas Frey, Doris-Maria Schuster, Daniela Mayr, Alexandra-Helene Schwager, Jens Günther, Matthias Böglmüller, Sebastian Ernst, Jacob von Andreae, Aylin Hoffs, Alexander Nagel and Konrad Discher of Gleiss Lutz acted as legal advisors to FLSmidth & Co. A/S. Kromann Reumert acted as a legal adviser. Stephan Waldhausen, Justus Anacker, Franz Aleth, Theresa Ehlen, Tobias Klose, Juliane Ziebarth, Tobias Pukropski, Susanne Zimmermann, Christina Hinterschweiger, Norbert Schneider, Björn Junior, Magnus Bleifeld, Ulrich Sittard, Ulrich Sittard, Anja Markwort, Alexander Müller, Manuel Jäger, Florian Klein, Alexander Bothe and Alexander Pospisil of Freshfields Bruckhaus Deringer (Germany) acted as legal advisors to thyssenkrupp Industrial Solutions. Citigroup Inc. advised thyssenkrupp Industrial Solutions AG. Ernst & Young Gmbh acted as financial advisor and due deligence advisor to thyssenkrupp AG.

FLSmidth & Co. A/S (CPSE:FLS) completed the acquisition of mining business from thyssenkrupp Industrial Solutions AG on August 31, 2022.