TeraPlast Group concludes an agreement with Kingspan Group for the sale of its Steel division

TeraPlast Group, the largest Romanian construction materials manufacturer, announces it has reached and signed an agreement with Kingspan Group PLC regarding the sale of its steel division. The transaction relates to the entire shareholdings of TeraPlast SA (parent-company of the Group) in the following subsidiaries: TeraSteel SA, TeraSteel DOO Serbia and Wetterbest SA.

„Our Group’s history is marked by significant development projects in both product portfolio and business lines. This transaction will add value to our shareholders, which include the largest pension funds in Romania. At the same time, it shows that the TRP share is undervalued even at the current market capitalization. Its completion marks a new beginning for TeraPlast as many other moments in its 125 years of history have. We will continue to develop and expand our business. The Steel division faces a new beginning alongside the world leader in the field” stated Mr. Alexandru Stanean, CEO of TeraPlast.

Clifford Chance Badea, the Bucharest office of global law firm Clifford Chance, advised Kingspan Group PLC, the global leader in high-performance insulation and building envelope solutions, throughout negotiations to acquire TeraPlast Group’s steel division, namely TeraSteel SA, TeraSteel DOO Serbia and Wetterbest SA.

The team of lawyers is part of the Bucharest M&A practice coordinated by Partner Nadia Badea, and included Mihai Măcelaru (lead counsel), Ecaterina Burlacu (M&A senior associate), Alexandra Voicu and Maria Ciulică (lawyers), and Diana Crângaşu (senior associate specialized in competition law).

“This transaction covering Romanian and Serbian assets adds to the regional M&A portfolio we have successfully grown in response to our clients’ interest,” said Nadia Badea, Clifford Chance partner and coordinator of the Bucharest M&A practice. “As a global team, we remain committed to supporting our clients in successfully reaching their business goals and addressing their needs at the highest international standards.”

Mihai Măcelaru added: “Working on this deal was both challenging and rewarding, as we were all subjected to the limitations of remote working conditions and the pressure of streamlining communications and legal procedures as best as possible. The successful closing of negotiations mirrors the exceptional work, professionalism and dedication of all teams involved.”

The agreement concluded between TeraPlast and Kingspan Group is subject to customary closing conditions, including to the clearance from the relevant Competition Authorities. The transaction will be submitted for final approval to the Extraordinary General Shareholders’ Meeting of TeraPlast SA.

The steel division’s value is estimated at RON 410 million and the final price is going to be adjusted from this value with the net debt and working capital, based on an agreed formula. There will be no payment in shares or other financial instruments and the transaction will not determine any change of the shareholders’ structure of TeraPlast.

TeraSteel is the leader of the Romanian sandwich panels market and, together with TeraSteel Serbia, is one of the top exporters on the CEE market. Wetterbest holds the second position on the metallic roof tiles market in Romania.

The Steel division of the TeraPlast Group generated RON 578 million of the Group’s consolidated 2019 revenue and contributed with over RON 50 million to the Group’s EBITDA.

About TeraPlast Group

With more than 120 years of history, the TeraPlast Group is today the largest Romanian manufacturer of construction materials. The Group is comprised of: TeraPlast, TeraSteel Romania and Serbia, Wetterbest, TeraGlass, TeraPlast Recycling and TeraPlast Hungary.

Since July 2nd, 2008, the largest company in the Group – TeraPlast SA – has been listed on the Bucharest Stock Exchange, under the TRP symbol. TeraPlast passed ARIR’s Vektor evaluation, based on 15 different criteria regarding investor communications, with the highest mark, 10.