Acquisition of Trio: Weir Minerals Expands Product Offering
- Acquisition of Trio crushing and separation equipment business for c.US$220m2
- Extends product portfolio for mining customers; building on successful entry into comminution (crushing, grinding and screening)
- Opportunity to accelerate Trio growth through the Weir global platform
- Provides scale and presence in growing aggregates markets
- Immediately earnings accretive; beats Weir cost of capital in first year of ownership
The Weir Group PLC ("Weir" or the “Weir Group”) has entered into an agreement to acquire Trio Engineered Products1 ("Trio" or "the Company"), a Chinese-American manufacturer of crushing and separation equipment for the mining and aggregates markets, for an enterprise value of c.US$220m2 (£138m3).
The acquisition will be funded from existing bank facilities and will be immediately earnings accretive with post tax returns (before integration costs) expected to exceed Weir’s cost of capital in the first full year of ownership. Integration costs are expected to total US$10m over a two-year period.
Weir is a global market leader in the provision of pumping equipment to the mining mill circuit, which separates rock from ore. The acquisition of Trio will build upon Weir’s recent successful entry into the adjacent comminution segment of the mill circuit. The acquisition enables Weir to:
- Provide a more complete product and service offering to existing mining customers;
- Leverage Trio’s cost effective manufacturing platform;
- Utilize Weir Minerals’ global platform and relationships across mining markets to: accelerate Trio’s original equipment revenue growth; and capture a greater proportion of the aftermarket opportunity from the installed base of Trio equipment. Trio has limited service presence outside of China
- Cross-sell Weir’s product range in sand and aggregates markets through Trio’s well established sales channels in North America and China (sand and aggregate markets accounted for 56% of Trio revenues in 2013).
Trio is based in Shanghai, China, where it has two manufacturing plants. The Company also has facilities in the USA. In 2013: 31% of revenues were generated in North America, primarily in the growing aggregates sector; 25% were in China, mainly serving the domestic mining industry; the balance were broadly spread across Australia, South America, Africa and Europe. In 2014, Trio is expected to generate revenues of c.US$120m with operating profit margins broadly in-line with Weir’s Minerals division.
Trio is being acquired from majority owner Navis Capital and the Company's management team. Trio's three founders have agreed to remain with the Company following acquisition. Completion of the acquisition is subject to the fulfillment of certain conditions and is anticipated to take place before the end of October 2014.
Keith Cochrane, Chief Executive of the Weir Group, said:
"This agreement will allow Weir Minerals to build upon its successful comminution strategy. We’ll use our Group’s unrivaled global capability to promote Trio’s range of complementary products, extending our addressable market and offering our mining customers a wider range of highly engineered equipment and services. Trio’s established manufacturing capability and its scale and presence in aggregates markets also provides a further platform for growth."
Mike Burke, Chief Executive of Trio, said:
"This agreement is strategically compelling for Trio, allowing the Company to leverage Weir’s market-leading service centre network to accelerate growth and better serve our customers’ aftermarket needs on a truly global basis."
1. Weir will acquire 100% of Trio Engineered Products (Hong Kong) Limited for US$133m with the balance of the consideration relating to the acquisition of 100% of Trio Engineered Products, Inc. of the USA.
2. The consideration payable is US$237.5m inclusive of net cash balances held by the Company, these being US$17.5m as at 31 August 2014. The consideration is subject to adjustment, with US$14.7m deferred for up to 18 months and payment conditional on the realization of certain working capital balances and the achievement of agreed management goals.
3. Exchange rate of £1 = US$1.5919 at closing in London on 14 October 2014