Bewi Invest AS

M&A Activity • Apr 28, 2021

BEWI enters into an agreement to acquire a majority stake of the listed Polish company IZOBLOK to strengthen its position in the automotive industry

BEWI enters into an agreement to acquire a majority stake of the listed Polish company IZOBLOK to strengthen its position in the automotive industry

BEWI, a leading provider of packaging, components, and insulation solutions,

today announces that the company has entered into an agreement to acquire a

majority stake of the listed Polish company IZOBLOK, a leading European provider

of Expanded Polypropylene (EPP) components to the automotive industry.

"We are pleased to announce this transaction, once again confirming our strategy

to consolidate in a market that has shown considerable growth. Through this

acquisition, we significantly strengthen our market position in the automotive

industry. IZOBLOK is a solid company, with a strong position within EPP

components to this industry in Europe. Together we will become the leading

provider of components to an industry we expect will continue growing on the

other side of the pandemic," says Christian Bekken, CEO of BEWI.

BEWI ASA has entered into an agreement to acquire 54.21 per cent of the shares,

corresponding to 65.66 per cent of the voting rights, of IZOBLOK Spólka Akcyjna

("IZOBLOK"). The acquisition is structured as an acquisition of a holding

company into which the sellers will contribute the IZOBLOK shares prior to

completion of the transaction. The holding company will contain a combination of

non-listed shares (series A-shares) with voting preferences and shares listed on

Warsaw Stock Exchange (listed on GPW Main Market). Under Polish rules, the

contribution of IZOBLOK shares into the holding company, will trigger a

mandatory offer for up to two-thirds (2/3) of the voting rights in IZOBLOK,

corresponding to a mandatory offer of additionally 0.44 per cent of the voting

rights in IZOBLOK.

Completion of the acquisition is conditional upon customary closing conditions.

The acquisition is expected to be completed in the second quarter of 2021.

Prior to the acquisition, BEWI has an annual turnover of approximately EUR 15

million to the automotive industry. The company has facilities for production of

EPP components to the automotive industry in Sweden and Portugal, with sales to

several European countries.

IZOBLOK has a market share of approximately 20 per cent of the market for

automotive EPP components in Europe and is by that a top player in the

production of EPP parts for the automotive industry. IZOBLOK has a well

-diversified and growing portfolio of blue-chip clients, such as Volkswagen

Group, Jaguar Land Rover, BMW, Hyundai, and Ford. The company has a strategic

geographic location in both southern Poland and through its subsidiary in

Germany (IZOBLOK GmbH), with developed infrastructure ensuring effective access

to customers across Europe. Further, the company has a well-invested asset base

comprising of four production facilities.

The automotive industry in Europe has been severely affected by the Covid-19

pandemic, negatively impacting IZOBLOK's revenues and results for the last

twelve months. For the period February 2020 to January 2021, the company had

revenues of EUR 38 million and an EBITDA of 1.5 million. However, the results

for the second and third quarter of 2020/2021 indicate that IZOBLOK is

recovering to a normal, pre Covid-19, level. For the full financial year from 1

May 2018 to 30 April 2019, IZOBLOK reported revenues of EUR 51 million and an

EBITDA of EUR 6 million.

"IZOBLOK is an integrated provider like us, with production of both the raw

material and end-products. We believe our two companies is a good strategic

match and we see a great synergy potential related to our own automotive

business," Bekken continues.

The existing management team of IZOBLOK, headed by CEO Przemyslaw Skrzydlak,

will continue to lead the company. BEWI intends to be an active owner.

"Components from EPP are excellent for use in cars. In addition to being shock

-absorbing, they can reduce noise, improve acoustics, and replace other

components to reduce weight. This means that less energy is used, lowering

emissions from fossil cars, and extending the range for electrical cars," says

Bekken.

The agreed consideration for the 54.21 per cent shares, as mentioned above, is

approximately EUR 16.5 million, of which approximately EUR 13.5 million will be

paid in cash and the remaining consideration will be settled through issuance of

approximately 1,090,000 new shares in BEWI ASA. The cash portion of the

acquisition will be financed through available funds and acquisition finance

provided by Nordea and is expected to be refinanced in due course through debt

and/or equity.

SpareBank 1 Markets AS has acted as M&A advisor in connection with the

transaction and DLA Piper as legal advisor.

Sellers have been represented by PwC (M&A lead advisory), Olesinski & Wspólnicy

(legal advisory) and Chabasiewicz, Kowalska & Partners (legal advisory).

For further information, please contact:

Charlotte Knudsen, Director of IR and Communications BEWi ASA, tel: +47 9756

1959

Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 0047

About BEWI ASA

BEWI is an international provider of packaging, components, and insulation

solutions. The company's commitment to sustainability is integrated throughout

the value chain, from production of raw materials and end goods, to recycling of

used products. With a vision to protect people and goods for a better every day,

BEWI is leading the change towards a circular economy.

BEWI ASA is listed at the Oslo Børs under ticker BEWI.

The information is such that BEWI ASA is required to disclose in accordance with

the EU Market Abuse Regulation. The information was submitted for publication,

through the agency of the contact person set out above, at 20:30  CEST on 28

April 2021

About IZOBLOK Group

IZOBLOK Group is an international market leader that specializes in the

processing of foamed polypropylene (EPP). In four plants (3 in Poland and 1 in

Germany) with a total area of 40,000 square metres, more than 30 million EPP

products are produced annually, mainly for the automotive and logistics

industries. The main customers of the products and services offered by the

companies of the IZOBLOK Group are the leading international brands of the

automotive industries in both OEM and TIER 1 as well as logistic.

IZOBLOK Group is listed at the Warsaw Stock Exchange under ticker IZB.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies, and other important

factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of factors. Such risks, uncertainties, contingencies, and other important

factors could cause actual events to differ materially from the expectations

expressed or implied in this release by such forward-looking statements. The

Company does not provide any guarantees that the assumptions underlying the

forward-looking statements in this announcement are free from errors nor does it

accept any responsibility for the future accuracy of the opinions expressed in

this announcement or any obligation to update or revise the statements in this

announcement to reflect subsequent events. You should not place undue reliance

on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date and are subject to change without notice.

The Company does not undertake any obligation to review, update, confirm, or to

release publicly any revisions to any forward-looking statements to reflect

events that occur or circumstances that arise in relation to the content of this

announcement.