- The acquisition is part of Nikon’s Vision 2030 and the deal is valued at €622 million
Nikon Corporation, the Japanese multinational specialising in optics and imaging products, has agreed to a voluntary public takeover of SLM Solutions, a metal 3D printing leader, for a cash consideration of €20 per share.
SLM Solutions was previously the subject of a takeover bid when GE Additive planned to buy the company, but the deal was rejected. However, in this case, Nikon has obtained binding commitments from all key shareholders of SLM, including Elliot Advisors UK Limited, ENA Investment Capital, and SLM founder Hans J. Ihde, all of whom support the proposed transaction.
Voluntary Public Takeover of SLM Solutions
The €20 offer price represents a 75% premium to the XETRA closing price of SLM’s shares on September 1st 2022, and an 84% premium over the last three-month volume-weighted average price of SLM’s share of €10.89. Nikon and SLM expect the deal to be completed by late September or early October 2022, with 622 million EUR the total amount of capital expected to be required for the acquisition, per Nikon.
The impact of this news had a drastic repercussion on the share price of SLM Solutions. The prices which were stable at €11 for the past month or had seen a YTD peak in January at €18 have now rose to €19.72 at the time of writing this article.
With all of the excitement surrounding the news, it is important to remember that the transaction is NOT YET COMPLETE. It is subject to foreign investment control clearance and certain other formalities, but there is no minimum acceptance threshold and no anti-trust approvals are required.
“Nikon has more than a century of history in developing cutting-edge opto-electronic technology and precision equipment. 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.”
– Sam O’Leary, CEO, SLM Solutions
Concurrently to signing of the Investment Agreement but independent of the closing of the takeover offer, SLM today also resolved a 10% capital increase without subscription rights which Nikon fully subscribes to at the takeover offer price. The gross proceeds to SLM will be approximately EUR 45.4 million and will be used for the partial repayment of convertible bonds 2017/2024 as well as for funding ongoing business operations.
Strategy Going Forward
With SLM Solutions becoming part of Nikon’s digital manufacturing strategy, SLM management is convinced this transaction will further enhance SLM’s ability to stay at the forefront of metal Additive Manufacturing and enhance its leadership position in delivering superior products and solutions to its customers.
Nikon is aiming to become a global leader in additive manufacturing by leveraging its ‘cutting-edge technology and manufacturing know-how,’ developing ‘new business solutions through R&D collaboration’ and by offering both laser powder bed fusion and directed energy deposition technologies.
“By acquiring SLM Solutions, Nikon is taking an important step towards our Vision 2030. 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, 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.”
– Toshikazu Umatate, CEO of Nikon
Nabeel Bhanji, Senior Portfolio Manager on behalf of Elliott Advisors (UK) Limited, said: “Elliott is pleased to have played a key role in SLM’s journey over the past six years, helping the company stay at the forefront of additive manufacturing innovation and product development. We are confident that Nikon, with its excellence in manufacturing and deep experience in technology, will further the innovation and distribution of SLM’s market-leading products.”
While SLM will play an integral role in Nikon’s digital manufacturing strategy, Nikon committed not to initiate the conclusion of a domination agreement for at least three years. The Company will continue to be led by its current senior management team.
Citigroup Global Markets Europe AG is acting as exclusive financial advisor to SLM Solutions, Gleiss Lutz is acting as legal counsel to the Company and Sullivan & Cromwell is acting as legal advisor to SLM’s supervisory board.
The news itself has created a buzz in the global spheres and for the sole reason that this is a momentous occasion for 3D printing industry and showcases a confidence in the technology by global conglomerates.
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