ATS Automation Tooling Systems Inc., a company provides innovative, custom designed, built and installed manufacturing solutions, has entered into a definitive agreement to acquire all shares of IWK Verpackungstecknik GmbH as well as OYSTAR IWK USA, Inc. (IWK), a leader in technology driven high performance tube filling and cartoning machinery for the pharmaceutical and personal care industries.
The acquisition of IWK aligns with ATS’s stated strategy of scaling its leading position in the global automation market and enhancing growth opportunities, particularly in strategic customer segments and with technology leadership. IWK is expected to add core capability in primary packaging (tube fillers) and secondary packaging (cartoners), which management expects can be leveraged into other markets ATS currently serves. IWK brings new relationships with key pharmaceutical and personal care customers, which management expects will improve ATS’s position in the life sciences and consumer products sectors. IWK also allows ATS to consider future acquisition possibilities that would be a strategic fit with IWK to provide the company with deep capabilities across several core elements of the customer value chain.
The purchase price is approximately €103 million (CDN $144 million at current exchange rates), subject to net debt and working capital adjustments which is expected to result in net cash paid of approximately €95 million, funded substantially from the company’s cash on hand. For its first full year within ATS, IWK is expected to contribute approximately $120 million in revenues and approximately $18 million in EBITDA. The Company expects approximately 50% of the purchase price will be allocated to goodwill. ATS expects to complete the acquisition in the third quarter of fiscal 2014, subject to customary closing conditions, including applicable antitrust approvals. The acquisition is expected to be immediately accretive to Earnings Per Share (EPS) and Cash Flow Per Share (CFPS). Based on current financial results and near term expectations, the Company expects the transaction to contribute approximately 7 cents per share to EPS and approximately 19 cents per share to CFPS for FY2015.
“We welcome the addition of IWK’s highly skilled people, customers, complementary technologies, scale and worldwide presence to our world leading automation business,” said Anthony Caputo, ATS chief executive officer. “This acquisition significantly enhances our capability, and deepens our involvement with two attractive customer segments, pharmaceuticals and consumer products.”
Headquartered in Germany, and established 120 years ago, IWK engineers, assembles and markets primary packaging and secondary packaging machinery and provides services, for blue-chip companies and local customers around the world. As part of ATS, IWK will continue to enhance its portfolio and serve customers under its own brand.
IWK’s approximately 420 employees are based at production facilities near Karlsruhe, Germany and Bangkok, Thailand, and at sales/services centres in the US, Europe and Southeast Asia.
In calendar 2012, IWK had revenues of approximately €82 million and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of approximately €11 million. Sales to customers in the pharmaceuticals and personal care sectors evenly account for over 90% of IWK worldwide revenues. New equipment systems and standard automation each account for approximately 30% of total revenues, with services activity accounting for the remaining 40% of total revenues. European and North American markets each account for approximately a third of revenues, Asia 25%, and the balance largely represented by South America.