SAINT-GOBAIN FURTHER
STRENGTHENS ITS WORLDWIDE PRESENCE IN CONSTRUCTION CHEMICALS BY
SIGNING A DEFINITIVE AGREEMENT TO ACQUIRE OVNIVER Group, A LEADING
PLAYER IN THE HIGH-GROWTH MEXICAN AND CENTRAL AMERICAN
MARKETS
Saint-Gobain today announces that it
has entered into a definitive
agreement to acquire OVNIVER Group, a leading privately-owned
construction chemicals player in Mexico and Central America, for
$815 million (approximately €740 million) in
cash.
Following the acquisitions of
Chryso, GCP and FOSROC (underway), this move represents
another strategic step in
establishing Saint-Gobain's worldwide presence in construction
chemicals, which will have combined sales of €6.5 billion across 76
countries following the acquisition
(pro forma).
OVNIVER Group is a leading
construction chemicals player with a strong commercial and
industrial footprint in the high-growth Mexican and Central
American markets. The company is expected to generate revenues of $285 million, with a growth rate
of around 20% per year on average in the last 5 years, and
achieve an EBITDA margin of
21.7% in 2024. With 16 manufacturing plants and around 1,000
employees, OVNIVER Group offers a wide range of innovative solutions for residential and
non-residential construction markets, including façade
coatings, tile adhesives, waterproofing and surface preparation
mortars.
The purchase price represents an
acquisition multiple (before synergies) of approximately 13.1x
OVNIVER Group's 2024E EBITDA of
$62 million, and a multiple
of around 8.0x including run-rate synergies of approximately $40
million in year 3.
This acquisition will be fully
financed in cash. The Group will maintain a strong balance sheet with net debt /
EBITDA remaining well within the target range (1.5x to 2.0x),
taking into account the acquisitions of CSR Limited, FOSROC and
OVNIVER Group. Closing of the transaction is subject to customary
conditions and is expected in the first half of 2025.
A
CLEAR STRATEGIC RATIONALE
·
A highly
complementary geographical footprint: this acquisition strengthens
Saint-Gobain's presence in the high-growth Mexican and Central
American markets. OVNIVER Group's
strong positions in Mexico, Honduras, El Salvador and Guatemala
complement Saint-Gobain's existing manufacturing presence in the
region. Combined with the Group's recent acquisitions of IMPAC in
Mexico and Imptek in Ecuador in waterproofing, this transaction
will provide a unique platform to accelerate the introduction of
innovative and sustainable solutions into Mexico and Central
America. OVNIVER Group is a leading player in Mexico, one of the
most attractive construction markets worldwide, with growth
supported by solid macroeconomic fundamentals and demographic
trends, increasing adoption of advanced building solutions, and
strong links with the US economy, notably through
nearshoring.
·
A unique
opportunity, fully aligned with Saint-Gobain's strategy to
accelerate its worldwide presence in construction
chemicals, supported by solid
macroeconomic factors including strong urbanization and demographic
trends.
·
A strong track
record of highly profitable growth:
OVNIVER Group has shown impressive growth, averaging 20% sales growth annually from 2019 to
2024E. The company boasts an EBITDA margin above 21% due to its
strong brands, well-positioned industrial footprint, broad product
offer, robust commercial organization, and experienced leadership
team with a proven track record in execution.
·
A value accretive
acquisition for Saint-Gobain's shareholders and customers, with
strong synergy potential.
Approximately $40 million of
synergies in year 3 following transaction close,
of which $26 million are cost
synergies, anticipated through operational improvements, logistics
optimization, procurement
economies of scale in polymers, other raw materials and energy, as
well as product reformulation and SG&A savings. Additionally,
Saint-Gobain expects at least $14
million in growth synergies through cross-selling
opportunities. These synergies will leverage Saint-Gobain's
existing strong presence in the wider light and sustainable
construction sector in Mexico and
Central America, with already more than $1.5 billion of
sales prior to this acquisition. The acquisition
will create value by year 3
following the closing of the transaction and will be EPS (Earnings
Per Share) accretive from year 1.
OVNIVER Group will be consolidated into the Americas
Region.
Benoit Bazin, Chairman and Chief Executive Officer of
Saint-Gobain, commented:
"The acquisition of OVNIVER Group perfectly aligns with our
"Grow & Impact" strategic plan. It is an excellent opportunity
for Saint-Gobain to further reinforce its presence in construction
chemicals and to strengthen its presence in high-growth markets. I
am very impressed with OVNIVER Group's leadership, strategy and
outstanding growth development, as well as the team's track record
of excellent execution. The combination of the two groups will
boost the rapid expansion of our profitable growth platform in
construction chemicals. I look forward to warmly welcoming the
OVNIVER Group teams to Saint-Gobain."
Hector Abella, Chief Executive Officer of OVNIVER Group,
commented:
"Today marks the beginning of an exciting new chapter in
OVNIVER Group's history. Our focus on delivering the best solutions
and customer satisfaction has made us a leading player in Mexico
and Central America in our sector. I want to thank all our teams
for their outstanding work over many years. Joining Saint-Gobain, a
worldwide leader in light and sustainable construction with a
well-established presence and strategy for Mexico as well as a
global player in construction chemicals is the perfect next step
for us. It will enhance our offering by leveraging Saint-Gobain's
innovation and technology in construction chemicals. I look forward
to continuing our growth journey within
Saint-Gobain."
BNP Paribas is acting as financial
advisor and Galicia is acting as legal counsel to Saint-Gobain in
connection with the transaction.
For more information, a presentation
regarding the transaction is available on Saint-Gobain's website
at: https://www.saint-gobain.com/en/finance/financial-events
About Saint-Gobain
Worldwide leader in light and sustainable
construction, Saint-Gobain designs, manufactures and distributes
materials and services for the construction and industrial markets.
Its integrated solutions for the renovation of public and private
buildings, light construction and the decarbonization of
construction and industry are developed through a continuous
innovation process and provide sustainability and performance. The
Group's commitment is guided by its purpose, "MAKING THE WORLD A
BETTER HOME".
€47.9 billion in sales in
2023
160,000 employees, locations in 76
countries
Committed to achieving net zero carbon emissions by
2050
For
more information about Saint-Gobain, visit www.saint-gobain.com
and follow us on X @saintgobain
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