to view the acquisition brochure

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to view the acquisition brochure
Acquisition brochure
Remosa SpA
February 2012
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Acquisition overview
IMI plc (“IMI” or the “Group”) is pleased to announce the acquisition (via one of its subsidiary
companies Orton) of Remosa SpA and related companies (collectively “Remosa”), a leading
manufacturer of critical valve solutions for severe applications, primarily for applications in the
downstream petrochemical sector. Remosa was acquired for an enterprise value of around
€100m (£83m) from the founding Mambrini family for a cash consideration of €82.4m and the net
debt assumed of approximately €17.6m.
Remosa is headquartered and has its main manufacturing facility in Sardinia, Italy. It employs
approximately 360 employees, who will be transferring with the business. In the financial year
ended 31 December 2011, Remosa had sales of €48m1 and underlying EBITDA was €8m1 and a
robust order book as at 31 December 2011 to underpin future growth.
Strategic Fit
Remosa will join IMI's Severe Service division, which is a leading global provider of custom
engineered valve, actuation, and control solutions for critical in-plant processes, focusing on the
Power Generation, Oil & Gas, Petrochemical and Iron & Steel markets. The acquisition of
Remosa is highly complementary with Zimmermann & Jansen, which IMI acquired at the end of
2010 and will strengthen the Group’s presence in the downstream Petrochemical market.
2011 sales by segment
2011 sales by segment
4%
40%
37%
60%
Valves, Actuators & HPCUs
1Note:
Service & Spares
59%
North America
Western Europe
Emerging markets
Financials presented are based on 2011 unaudited financials
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A strong strategic fit
Remosa exhibits the key characteristics that IMI seeks in its acquisition
candidates and sits within IMI’s strategic sweetspot.
Mission-critical
process control
equipment
Strong financial track
record
Long established and
respected brand, with well
recognised technical
expertise
Strong order backlog to
underpin near-term
forecasts
High percentage of
customised or
engineered to order
product
Significant installed base
of valves supporting future
aftermarket sales
Focus on niches with
high barriers to entry
and few competitors
Long term relationships
with Key Account
Customers
High exposure to
emerging markets
History and pipeline of
innovation and successful
new product
development
Experienced
management team with
proven capabilities
As part of IMI Severe Service we
anticipate significant potential for
commercial and operational synergies
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Strategic acquisition rationale
Strong heritage of innovation and engineering excellence
• Remosa has a long heritage in the refining and petrochemical market serving the most severe
applications. Their first valve was installed over 30 years ago and is still operating today.
• In 2003, Remosa introduced its own line of actuator systems with superior control technology
enabling customers to more efficiently control catalyst consumption – a key consideration in
Fluid Catalytic Cracking (“FCC”) applications.
• With Remosa’s in-house engineering know-how, they continue to innovate new modeling
techniques that better predict customer process performance - significantly reducing
customer risk during revamps and turnarounds.
• The valves ,which are up to 4 metres in diameter and can weigh up to 200 tonnes, are built to
withstand pressures up to 44 bar and temperatures up to 980 oC
• Remosa has a strong reputation in the market for providing maximum uptime to its customers.
• Remosa is a leading supplier to all three major OEMs on butterfly expander valves used in
FCC energy recovery systems.
Established emerging markets presence
• Remosa already has a strong presence in emerging markets (including South America and
Asia) with approximately 59% of 2011 sales coming from those markets.
• Remosa has a strong relationship with key customers in Brazil where it has delivered over
100 valves in 22 refineries.
A powerful combination within IMI Severe Service: Z&J + Remosa
There are a number of opportunities to drive synergies from combining Remosa with IMI’s
existing Severe Service businesses including:
• c.40% of the FCC installed base is in North America, which provides a significant aftermarket
opportunity for the combination. Remosa currently has no physical presence in the US.
• Rationalising procurement and product lines will have a significant benefit. For example, Z&J
currently outsources the manufacture of its Hydraulic Power Control Unit (HPCU) which
Remosa can manufacture in-house.
• Bringing the IMI Severe Service aftermarket techniques and disciplines to Remosa should
lead to incremental sales and profits.
• Remosa will be able to supply IMI Severe Service with actuators and HPCUs for its fossil
power sector.
• Remosa has stronger customer relationships in South America which the rest of the Severe
Service business can leverage.
• Remosa can leverage IMI’s successful business model in China (where the FCC market is
currently dominated by competitors).
• Procurement opportunities between Remosa and the existing Severe Service division.
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Product overview
Product type
Product type
Slide valve
Goggle valve
Diverter
valve
Check valve
Butterfly
valve
Hydraulic
Power
Control Unit
Gate valve
Linear
actuator
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