Switzerland-based Rieter Holding Ltd and Shanghai
(China) listed Saurer Intelligent Technology Co. Ltd have
signed an agreement by which Rieter will acquire three
businesses from Saurer Netherlands Machinery Company
B.V. (Amsterdam/Netherlands), the parent company of
Saurer Spinning Solutions GmbH & Co. KG, Uebach-
Palenberg/Germany and Saurer Technologies GmbH & Co.
KG (Krefeld/Germany).
With this acquisition, Rieter will complete the offering
of ring- and compact spinning systems by acquiring the
Schlafhorst automatic winder business. Additionally, Rieter
invests in two attractive component businesses: Accotex
(elastomer components for spinning machines) and Temco
(bearing solutions for filament machines).
In total, the three businesses had a combined turnover
of EUR 142 million in 2020, the year of the COVID crisis. In
2019 and 2018, the total combined turnover was at a level
of EUR 235 million and EUR 260 million, respectively.
The purchase price for the three businesses is EUR 300
million on a cash and debt free basis. Rieter has financed
the purchase price by cash and available credit lines.
Rieter and Saurer expect to close the transaction
during the month of August. In the first step of the
transaction, Rieter will acquire 57% of the shares of
Saurer Netherlands. The shares will be returned to Saurer
after the implementation of the transaction in six to nine
months.
In connection with the transaction, it is envisaged
that Rieter will supply automatic winders to Saurer in the
future.
During the course of this transaction, it came to
serious violations of the statutory duty of loyalty, the
obligation to maintain business secrets and the Rieter
Code of Conduct by the two members of the Board of
Directors Luc Tack and Stefaan Haspeslagh. They have
used information internal to the Board of Directors in
order to compete with Rieter through their own offer.
The Board of Directors considers this to be a strong
violation of Rieter’s interests, to the detriment of all of its
stakeholders, and a sustained breach of the relationship
of trust within the Board of Directors which makes
further cooperation impossible. Therefore, the Board of
Directors of Rieter Holding Ltd intends to convene an
Extraordinary General Meeting at which its members, Luc
Tack and Stefaan Haspeslagh, are to be dismissed. To
protect Rieter’s interests, the Board of Directors will file a
criminal complaint against the two members of the Board
of Directors. The date of the Extraordinary General
Meeting will be announced at the appropriate time.