Borosil Renewables to Acquire Two Solar Glass Manufacturing Units in Europe
The acquisition is expected to be completed in the next 6 to 18 weeks
April 25, 2022
Borosil Renewables, an India-based solar glass manufacturer, announced the acquisition of 100% share capital of lnterfloat Corporation and Glasmanufaktur Brandenbur (GMB), entities engaged in the solar glass manufacturing business, sales, and distribution, in Europe for a cash consideration and shares equivalent of €52.5 million (~$56.6 million).
The Borosil Renewables company board approved the execution of a share purchase agreement (SPA) between the company and its subsidiaries, HSTG Glasholding and Blue Minds IF (Interfloat) Beteiligungs, and the execution of other necessary documents for the proposed transaction, whereby the company, along with the subsidiaries, would agree to acquire 100% of the share capital of the target companies.
To better manage and oversee the acquisition and future operations of the target companies, the board has approved the acquisition of a special purpose vehicle, namely “Youco F22-H190 Vorrats,’ a limited liability company registered in Cologne, Germany. This entity will be acquiring all securities in GMB. Borosil has also approved setting up a special purpose vehicle in Liechtenstein to hold certain securities in lnterfloat.
The acquisition of GMB was completed for a cash consideration of €24.91 million (~$26.85 million) and an additional amount to be determined based on the performance of GMB in calendar years 2024 to 2026, not exceeding 50% of earnings before interest and taxes (EBIT) of GMB.
For the acquisition of Interfloat, Borosil put forth a cash consideration of €5.09 million (~$5.48 million) swap of shares equivalent to €22.5 million (~$24.24 million) and an additional amount to be determined based on the performance of lnterfloat in calendar years 2024 to 2026, not exceeding 50% of EBIT of lnterfloat.
The Borosil Board also authorized availing of acquisition finance up to an amount of ₹2.75 billion (~~$35.89 million) in connection with the proposed transaction.
The issuance and allotment of equity shares of the company equivalent to €22.5 million (~$24.24 million) were for consideration other than cash to HSTG Glasholding and Blue Minds IF Beteiligungs.
The number of equity shares to be issued and allotted will be determined based on the pricing mechanism under the Securities and Exchange Board of India’s (SEBI) Issue of Capital and Disclosure Requirements Regulations, 2018.
The acquisition is intended to strengthen Borosil’s ability to supply products to its European customer base and leverage the synergies offered by the two companies in manufacturing processes, focus on research and development, new product development, and lower the carbon footprint of manufacturing.
The acquisition is expected to be completed in 6 to 18 weeks.
GMB manufactures glass for the European solar sector, including solar photovoltaic and solar thermal, and greenhouse glass markets, with a capacity of 300 tons per day. Interfloat, based in Liechtenstein, has been selling glass to customers in Europe for nearly 40 years and has deep connections with the glass trade in the region.
In December 2020, Convergent Finance LLP, a Maharashtra-based investment firm, announced it had invested ₹2 billion ($27.2 million) in solar glassmaker Borosil Renewables through a qualified institutions placement (QIP) of equity shares.
Borosil Renewables had previously announced that it was undertaking a brownfield capacity expansion, a third solar lien with a capacity of 550 metric tons to meet the growing demand. The commercial operation of the expanded facility is expected to commence in the second quarter of the financial year 2023.