Spectris agrees sale of B&K Vibro and Millbrook

Precision measurement technology company Spectris announced the divestment of its Brüel & Kjær Vibro (B&K Vibro) and Millbrook businesses on Thursday.

The FTSE 250 firm said the transactions were in line with its strategy to “simplify and focus” its portfolio.

Subject to the completion of the disposals, the board said the proceeds would be used to further strengthen its balance sheet, and then be deployed in accordance with its capital allocation policy.

First, the company said it had agreed with NSK, for it to acquire B&K Vibro from Spectris for a headline value of €180m (£163m).

It said B&K Vibro, part of its industrial solutions segment, was an independent supplier of machinery protection and condition monitoring systems for rotating and reciprocating industrial machinery, such as pumps, turbines, compressors, motors, generators and gearboxes.

As at 30 June, the book value of B&K Vibro's gross assets totalled £34.4m.

For the 12 months ended 30 June, the adjusted operating profit generated by B&K Vibro was £7m and EBITDA was £8.3m.

Spectris said that for the 2020 financial year, the division was expected to deliver an adjusted operating profit of £4.9m and EBITDA of £6.1m.

The net consideration, to be settled in cash, would be €168.6m, subject to locked-box adjustments.

Spectris said the transaction remained subject to customary completion conditions and regulatory approvals, with completion expected to take place in the first quarter of 2021.

At the same time, the company said it had agreed with French automotive testing and homologation specialist UTAC CERAM for it to acquire certain subsidiaries constituting the Millbrook business from Spectris, for a headline value of £133m.

It said Millbrook, also part of its industrial solutions segment, provided vehicle test, validation and engineering services to customers in the automotive, transport, tyre and petrochemical industries.

It had a range of test facilities for full vehicles, tyres and components located in the UK, the United States and northern Finland.

As at 30 June, the book value of Millbrook's gross assets totalled £189.4m, and for the 12 months ended 30 June, Millbrook generated adjusted EBITDA of £11.1m and an adjusted operating loss of £0.2m.

For the 2020 financial year, it was expected to deliver EBITDA of £5.5m and make an adjusted operating loss of £7m.

After accounting for £15m of adjustments, including committed capital expenditure, the net consideration for the transaction was expected to be £118m, subject to a locked-box arrangement and certain other adjustments.

That would be settled by £70m in cash proceeds subject to adjustments relating to, and including amounts used to settle, certain intercompany balances, as well as a £23m interest-bearing vendor loan note issued by the UTAC Group, with a maximum term of seven years, and a £25m reinvestment into an indirect 13.5% retained equity stake in the combined Millbrook-UTAC CERAM group.

Spectris said the transaction structure would provide it with an immediate cash inflow, and allow it to benefit from the future performance of the combined group.

The transaction remained subject to customary completion conditions and regulatory approvals, with completion also expected to take place in the first quarter of 2021.

“I am pleased that we continue to execute our portfolio optimisation strategy to become a more focused and profitable business and have found highly-complementary businesses to become the new owners of our companies,” said chief executive officer Andrew Heath.

“The sale of B&K Vibro delivers compelling value for our shareholders and will be an important addition to the NSK product portfolio.

“Being part of a global organisation with complementary products and greater commercial alignment will be a positive move for the B&K Vibro business.”

For Millbrook, Heath said the structure of the transaction would provide the company with an immediate cash inflow, as well as the chance to participate in the future performance of the combined group, which would now be able to provide a “more extensive and comprehensive” range of services.

“I would like to thank all of our B&K Vibro and Millbrook employees for their contribution to Spectris over the years and wish them well in the next stage of their journey.”

At 0954 GMT, shares in Spectris were up 1.39% at 2,852p.