Nikon Corporation intends to acquire SLM Solutions for EUR 622 million

Recently, SLM Solutions – a leading manufacturer of metal 3D printers in the world, records excellent financial results, setting new records of revenues and sales practically every quarter. These successes do not escape the attention of the biggest players – Nikon Corporation, a Japanese producer of photographic and optical equipment, has started the acquisition of SLM Solutions for an impressive amount of EUR622 million!

SLM Solutions is a listed company and the possible takeover will take place through the purchase of the company’s shares. The currently discussed offer of EUR 20 per share represents a 75% premium over the market price on September 1, 2022 and an 84% premium over the last three-month weighted average volume price of SLM shares of EUR 10.89. Nikon and SLM Solutions expect the transaction to be finalized in late September or early October.

If it was about any company other than SLM Solutions, it could be said that it is a “sure thing”. Unfortunately, the German manufacturer had been in a similar situation before, when GE Additive tried to take over the company in 2016, but Elliott Advisors – SLM’s shareholder and owner of 20% of its shares, torpedoed the entire transaction at the last minute, and GE bought another German company – Concept Laser. This turned out to be a big blow for SLM, as its revenues began to drop dramatically and, as a consequence, practically the entire management of the company changed. In fact, SLM Solutions began to “recover” only after the first wave of the C19 pandemic, in the second half of 2021.

With all this in mind, Nikon first secured binding commitments from all key shareholders of SLM – including the aforementioned Elliot Advisors UK Limited and ENA Investment Capital and the company’s founder – Hans J. Ihde. According to the information contained in the press release, key shareholders “welcome the proposed transaction”.

Completion of the transaction, however, is still subject to approval for foreign investment audits and the fulfillment of certain additional customary conditions. At the same time, the transaction will not be subject to the minimum acceptance threshold – which prevented the acquisition of GE Additive in 2016 – and will not require the so-called “trusted approval”.

Transaction handling by SLM Solutions management is subject to review of the offering document. Irrespective of the closing of the takeover bid, the German manufacturer decided to increase the capital by 10% without subscription rights, which Nikon is fully subscribing to at the acquisition price. SLM’s gross proceeds will amount to approximately EUR 45.4 million and will be used to partially repay convertible bonds for 2017/2024 as well as to finance ongoing business activities.

Nikon has committed not to initiate a dominance agreement (over the company) for at least three years, and SLM Solutions is to continue to be led by the current senior management team.

Source: www.nikon.com