SLM Solutions Group AG, Lübeck, Germany, has entered into an investment agreement with Nikon Corporation as part of a voluntary public takeover of SLM. SLM’s key shareholders Elliott Advisors UK Limited, ENA Investment Capital and SLM’s founder Hans-Joachim Ihde are reported to support the transaction, with outstanding SLM shareholders being offered €20 per share. Nikon has already secured 61.1% of the total share capital of SLM, with the total transaction being valued at some €622 million.
SLM expects the takeover offer to commence at the end of September or early October 2022.
“By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030,” stated Toshikazu Umatate, CEO of Nikon. “We are focused on digital manufacturing as a growth driver and will create value through the promising market of metal Additive Manufacturing for our stakeholders. 3D Printing will revolutionise mass production by enabling our clients to manufacture highly complex parts, and reduce cycle time, carbon emissions, energy costs and waste. Nikon and SLM Solutions share the vision that our technology-driven innovation will transform the future of manufacturing. This acquisition will be key to growing our digital manufacturing business.”
In its Vision 2030 statement, Nikon set out the aim to become a key technology solutions company. It stated that growth in digital manufacturing can best be achieved by the adoption of metal Additive Manufacturing, and with the acquisition of SLM expanding Nikon’s portfolio of metal AM technology, it will enable Nikon to offer new solutions, win new business and expand its customer base.
It was stated that the takeover offer will not be subject to a minimum acceptance threshold. Completion is contingent on foreign investment control clearances, no insolvency of SLM, and no capital measures other than for certain exceptions. Subject to the review of the offer document, the SLM Management and Supervisory Board intend to recommend that SLM shareholders accept the takeover offer and have also committed to accepting the takeover offer for any shares held by them.
“Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment,” commented Sam O’Leary, SLM’s CEO. “I am excited for SLM to partner with Nikon to further extend our technology leadership position. We believe this transaction and partnership is very beneficial for all our stakeholders – shareholders, employees and customers alike.”
Nikon intends to finance the public takeover offer with available cash and following the closing of the transaction intends to examine whether to delist SLM. Nikon has committed not to initiate the conclusion of a domination and/or profit and loss transfer agreement for at least three years.
SLM will continue to be led by its current senior management team.