OSNABRÜCK, Germany & NEW YORK - cunova GmbH, a global manufacturer of specialty copper alloy products, and SDCL EDGE Acquisition Corporation (NYSE: SEDA), a special purpose acquisition company, have announced a definitive business combination agreement. This transaction is anticipated to result in cunova becoming a publicly listed company on the New York Stock Exchange.
The deal, expected to close in the second quarter of 2024, will see cunova indirectly acquired by a publicly-listed successor entity of SEDA and simultaneously acquire KME Aerospace from KME Group. The combined company is projected to have an enterprise value of approximately US$736 million.
cunova, headquartered in Osnabrück, Germany, is known for producing mission-critical copper alloy products for various industries including casting, maritime, industrial, and energy. The company has established a significant customer base with the majority of the top 25 steel companies worldwide. With over half of cunova's copper sourced from recycled scrap in 2023, the company emphasizes resource efficiency and the circular economy.
The acquisition of KME Aerospace aims to position the combined entity to capitalize on the growing space exploration market. Werner Stegmüller, CEO of cunova, expressed enthusiasm for the partnership with SEDA and the potential growth opportunities in emerging technology sectors, including space exploration.
Jonathan Maxwell, Chairman and Co-CEO of SEDA, highlighted cunova's proven business model and growth prospects, noting that the company is well-positioned to create long-term shareholder value. The combined company is also expected to support customer sustainability initiatives, particularly in energy conservation.
Under the terms of the agreement, the combined company's pro-forma enterprise value comprises pro forma net debt of US$289 million and an equity value of approximately US$447 million. Post-transaction, existing SEDA shareholders and potential investors are expected to own around 39.9% of the combined company, with KME Group owning approximately 60.1%.
The transaction values cunova and KME Aerospace at about 9.4 times cunova’s pro forma 2023 Adjusted EBITDA of US$78 million. The proposed business combination is subject to customary closing conditions, including regulatory approvals, SEDA shareholder approval, and securing a minimum of US$140 million in cash, among others.
This news is based on a press release statement and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The information provided is for informational purposes only and is not intended to form the basis of any investment decision or any other decision in respect of the proposed business combination.
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