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Sterlite Technologies Limited. — M&A Activity 2020
Nov 2, 2020
59411_rns_2020-11-02_020189a7-f1b2-4fd5-8322-e6dca1db2b11.pdf
M&A Activity
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www.stl.tech
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November 2, 2020
BSE Limited
Corporate Relations Department 1[st] Floor, New Trading Ring, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
Scrip Code: 532374; Scrip ID: STLTECH
National Stock Exchange of India Ltd Exchange Plaza, 5[th] Floor, Plot. C/1, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051 Symbol: STLTECH
Dear Sirs,
Sub: STL to acquire Optotec S.p.A, a leading Optical Interconnect Company
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that Sterlite Technologies Limited has signed a definitive agreement to acquire 100% stake in Optotec S.p.A (through a wholly-owned subsidiary). Optotec, based in Italy, provides a complete range of Optical Interconnect products for the telecommunications and FTTH networks across Europe.
In this regard, please find enclosed herewith the disclosures required under Regulation 30, a Press Release and Investor presentation.
We request you to take the aforesaid on record.
Thanking you.
Yours sincerely,
For Sterlite Technologies Limited
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Amit Deshpande Company Secretary & Corporate General Counsel
(ACS 17551)
Enclosures: As above
Sterlite Technologies Limited Godrej Millennium, 9 Koregoan Road, Pune 411001, Maharashtra, India Registered office: E1, MIDC Industrial Area, Aurangabad - 431 136, Maharashtra, India . CIN - L31300MH2000PLC69261
www.stl.tech
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Disclosure under Regulation 30 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
| S.No . |
Particulars | Description |
|---|---|---|
| A | Name of the target entity, details in brief such as size, turnover etc. |
Target Name: Optotec S.p.A |
| B | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length” |
Not a related party transaction. |
| C | Industry to which the entity being acquired belongs | Optical Interconnect Products |
| D | Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) |
STL’s Opticonn solution that includes optical fibre and cables, and Optotec’s product portfolio in optical interconnect – will create the capacity and capability to help European customers with large scale network rollouts |
| E | Brief details of any governmental or regulatory approvals required for the acquisition |
The transaction is subject to approval under the Italian government’s ‘Golden’ Powers’ decrees |
| F | Indicative time period for completion of the acquisition |
By end of CY 2020 |
| G | Nature of consideration- whether cash consideration or share swap and details of the same |
Cash consideration |
| H | Cost of acquisition or the price at which the shares are acquired |
Enterprise Value of approx. €29Mn (29 Million Euros), representing 100% of the share capital of Optotec. |
| I | Shareholding percentage acquired | 100% to be acquired at closing |
| J | Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years’ turnover, country in which the acquired entity has presence and anyother significant information(in brief) |
Optotec, incorporated in 1992 under the laws of Italy, provides Optical Interconnect products for telecommunications and FTTH networks across Europe with revenues of ~ € 20 Mn Euros |
For Sterlite Technologies Limited
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Amit Deshpande
Company Secretary & Corporate General Counsel (ACS 17551)
Sterlite Technologies Limited
Godrej Millennium, 9 Koregoan Road, Pune 411001, Maharashtra, India Registered office: E1, MIDC Industrial Area, Aurangabad - 431 136, Maharashtra, India . CIN - L31300MH2000PLC69261
PRESS RELEASE
FOR IMMEDIATE DISSEMINATION
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STL to acquire Optotec S.p.A, a leading Optical Interconnect Company
Combination of a Highly Complementary Business
Strengthens European market footprint and expands optical portfolio
Milan, Italy November 2[nd] 2020 STL (NSE: STLTECH), an industry leading integrator of digital networks, today announced the signing of definitive agreements to acquire Optotec S.p.A, a leading Optical Interconnect Products Company based in Italy.
Optotec, a privately held Company, provides a complete range of Optical Interconnect Products for Telecommunication, FTTH and Cloud Networks in Europe. Optotec, under its patented technology, has an end-to-end portfolio ranging from Outside Plant (OSP) to Central Office (CO) to Customer Premises (CP) that would complement STL’s “Opticonn” offering of optical fibre and cables for a truly integrated products portfolio. Optotec has a strong legacy in Optical Interconnect portfolio of over 20 years and shares long standing relationships with marquee European telecom operators.
The transaction is structured to acquire 100% of Optotec’s shareholding on closing at an enterprise value (EV) of €29Mn (29 Million euros). The deal will be financed by a mix of internal accruals and foreign currency debt instruments. The Closing of the transaction is subjected to customary regulatory approvals.
The acquisition will create a solid springboard to offer a complete bouquet of solutions to customers across Europe, India and the Middle East.
“As the investments by Operators in fibre network infrastructure accelerate to support next-gen services like 5G, FTTH and edge cloud, the combination of STL and Optotec will provide our global customers with an enhanced array of innovative products and technologies. Claudio Mega and his team have developed an impressive product portfolio and established a market leading position for Optotec. Most importantly, both Optotec and STL have similar value system and philosophy of technology and innovation, making this acquisition an ideal fitment into STL family” – Dr. Anand Agarwal, Group CEO
“We at Optotec are incredibly excited to work with STL to scale our business and expand our customer base. STL, with its global customer access and extensive industrial scale is the perfect partner for our growth journey” – Claudio Mega, Optotec CEO
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About STL – Sterlite Technologies Limited
STL is an industry-leading integrator of digital networks.
We design and integrate these digital networks for our customers. With core capabilities in Optical Interconnect, Virtualised Access Solutions, Network Software and System Integration, we are the industry’s leading end-to-end solutions provider for global digital networks. We partner with global telecom companies, cloud companies, citizen networks and large enterprises to deliver solutions for their fixed and wireless networks for current and future needs.
We believe in harnessing technology to create a world with next generation connected experiences that transform everyday living. With intense focus on end-to-end network solutions development, we conduct fundamental research in next-generation network applications at our Centre of Excellence. STL has a strong global presence with next-gen optical preform, fibre and cable manufacturing facilities in India, Italy, China and Brazil, along with two softwaredevelopment centres across India and one data centre design facility in the UK.
STL.tech |Twitter | LinkedIn | YouTube
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– STL to Acquire Optotec A Market Leader of Optical Interconnect (‘OI’) Products November 2, 2020
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© 2020-2021 Sterlite Technologies Limited
Safe Harbour
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Certain words and statements in this communication concerning Sterlite Technologies Limited (“the Company”) and its prospects, and other statements relating to the Company’s expected financial position, business strategy, the future development of the Company’s operations and the general economy in India & global markets, are forward looking statements.
Such statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of the Company, or industry results, to differ materially from those expressed or implied by such forward-looking statements.
Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future.
The important factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements include, among others, changes in government policies or regulations of India and, in particular, changes relating to the administration of the Company’s industry, and changes in general economic, business and credit conditions in India.
The information contained in this presentation is only current as of its date and has not been independently verified. No express or implied representation or warranty is made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this presentation. None of the Company or any of its affiliates, advisers or representatives accepts any liability whatsoever for any loss howsoever arising from any information presented or contained in this presentation. Please note that the past performance of the Company is not, and should not be considered as, indicative of future results. Furthermore, no person is authorized to give any information or make any representation which is not contained in, or is inconsistent with, this presentation. Any such extraneous or inconsistent information or representation, if given or made, should not be relied upon as having been authorized by or on behalf of the Company.
The Company may alter, modify or otherwise change in any manner the contents of this presentation, without obligation to notify any person of such revision or changes.
Persons should consult their own financial or tax adviser if in doubt about the treatment of the transaction for themselves
These materials are confidential, are being given solely for your information and for your use, and may not be copied, reproduced or redistributed to any other person in any manner. The distribution of this presentation in certain jurisdictions may be restricted by law. Accordingly, any persons in possession of this presentation should inform themselves about and observe any such restrictions
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© 2020-2021 Sterlite Technologies Limited
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Successful Track Record of Entering New Markets and Businesses
through M&A
2015 2018 2019 2020 2020
+
Entry into Network Cable manufacturing Inside Data Centre Investment Addition of
Software platform in Europe and Services and strengthening Optical
Customer Access Hyperscale Cloud Wireless Portfolio Interconnect
Customer Access
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Strengthening our market presence by augmenting capabilities through M&A and Investments
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© 2020-2021 Sterlite Technologies Limited
Optical Interconnect (‘OI’)– A Compelling Rationale to enter this Market
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1[Customer Need] Doubling of Wallet Share 2
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Most customers are looking at single optical/OI vendor as the network is moving closer to customers
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Optical Interconnect is estimated to be as big as the Fiber / Cable consumption in the network layer
Large Addressable Market 3 Our Integrated Model 4
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Large market of $ 8-10 bn
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In line with our converged network services model. Current orders are moving to integrated solution offerings
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© 2020-2021 Sterlite Technologies Limited
Optotec – A Specialized Optical Interconnect Products Company
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Founded in 1992
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•
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About Headquartered in Milan, Italy • 50 Employees • Wide ranging portfolio of Optical Interconnect products from
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Offerings Central Office to Customer Premises with patented technology
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• Long standing relationships with Marquee Telcos
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Customer • Tier-1 customer Approvals
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Base • Serves customers across Europe
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• Revenue: € ~ 20Mn
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Financial • Operating Margin: 17-19%
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Highlights • Debt Free • >50% Market Share in Italy
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© 2020-2021 Sterlite Technologies Limited
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End-to-end Products Portfolio - from Central Office to Customer Premises
Customer Premises (CP)
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Termination Box
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• Patch and Splice Slice Connectivity
Customer Premises
Connectivity (CX)
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Patchcords and pigtails
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• Splitters • Breakout Cables • Attenuators
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Central Office Central Office (CO)
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Racks
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Subracks
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Outside Plant (OSP)
• Closures Outside
Plant
•
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Cabinets
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• Accessories
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Consumables Consumables (CON) • Connectors • Splice Protectors
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© 2020-2021 Sterlite Technologies Limited
Transaction Overview
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| Enterprise Value | Enterprise Value of ~ € 29Mn (representing 100% acquired at the time of closing) |
|
|---|---|---|
| Key Highlights | EPS Positive from first year | |
| Closing | Subject to customary regulatory approvals |
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© 2020-2021 Sterlite Technologies Limited
STL and Optotec : Better Together
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Global Customer Fiber + Cable + Complete Range of 20+ Years of Industry
Access System Integration Product Portfolio Leadership
Extensive Industrial
Experienced Team
Scale
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Compelling Value Proposition to Customers with a Complete Product Portfolio of Fiber + Cable + Optical Interconnect
Solid Springboard for Combined Product Offering across the Globe
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© 2020-2021 Sterlite Technologies Limited
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Integration Strategy
Structure Realise Synergies Future Growth
• •
Optotec will be completely Brings together a •
Leverage EU presence of
integrated into our complementary set of
Optotec and STL together to
Connectivity Solutions products, capabilities,
provide integrated solutions
Business leadership, and customer
of fiber, cable and optical
relationships
interconnect products to
•
Claudio Mega, CEO to
customers
continue leading Optotec
with his management team
© 2020-2021 Sterlite Technologies Limited
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© 2020-2021 Sterlite Technologies Limited
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Optical Interconnect – An important milestone for STL
Heavy Investments in Digital End to End Integrated Offerings Strong Execution Capabilities &
Infrastructure by Network Creators Solutions Market Access
Converged Wireless
Software
Cloud
Telecom
Company
Network Integration
Optical Interconnect
Citizen Large
OF Cable
Networks Enterprises
Optical Fibre
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Strengthens our European Presence and Opticonn Portfolio
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© 2020-2021 Sterlite Technologies Limited
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© 2020-2021 Sterlite Technologies Limited