Chart Industries, Inc. has just announced the signing of a definitive agreement to acquire Italy-based VRV s.p.a. and its subsidiaries.
Chart has agreed to pay €125m (approx. $147m based on current exchange rates), which will be funded by a combination of Chart’s available cash on hand and debt under its current credit facility or another financing alternative.
Chart also assumes the outstanding indebtedness of VRV (approximately €70m or $83m based on current exchange rates).
The acquisition is expected to add annual net sales of $115m in 2019, achieve significant cost synergies related to operational efficiencies and sourcing, and be EPS accretive in the first full year of ownership.
With a rich history of engineering and design dating back to its beginning in 1956, VRV is a diversified multinational corporation with highly automated, purpose-built facilities for the design and manufacture of pressure equipment serving the cryogenic and energy and petrochemical end markets.
During the 1970s, the company began to design and manufacture cryogenic equipment driven by Massimiliano Spada and then by his sons, Federico Spada and Alessandro Spada, both of whom will continue in executive roles in Chart.
“Chart is the best partner for VRV’s growth and global presence,” said the Spada family. “Together we will provide our worldwide customers a complete portfolio of products and services for the cryogenic, energy and petrochemical industries.”
The acquisition is complementary to Chart’s Distribution & Storage and Energy & Chemicals end markets and technologies, and Chart CEO Jill Evanko (pictured) enthused, “We are very pleased to bring VRV into the Chart family of companies with Alessandro and Federico Spada joining our team.”
“VRV has technical strengths and manufacturing capabilities which are an excellent complement to ours and brings a strong leadership team for continued growth. Together we will now be able to provide a broader set of solutions to our customers and deliver faster results through an expanded global footprint.”
“This acquisition is another step in our efforts to be a full-service, global provider to our customers.”
The acquisition builds on Chart’s capital allocation strategy, focusing on core cryogenic and energy technologies. To support this strategic acquisition, as well as Chart’s expanded focus on geographic expansion outside of North America, the company is realigning its segmentation and naming a global commercial team.
Effective immediately, its results will be reported in the following segments:
Chart expects these changes will provide ‘improved transparency of business results’ to its shareholders, better align with Chart’s customer needs, and facilitate its growth strategies through collaboration of global and regional approaches.
Additionally, further modifications to the company’s segment reporting may be implemented depending upon the results of the previously disclosed BioMedical strategic review process. The company is in the final stages of the review and will provide an update upon completion.
This deal has come as something of a bolt out of the blue. Much like Pentair’s acquisition of Union Engineering in January 2017, this was a piece of M&A that wasn’t on our radar and I didn’t expect to be writing this story.
A year can be a long time in the industrial gases business. But it was only 16 months ago that gasworld returned to the Ornago headquarters of VRV to sit down with Federico Spada, CEO of its Cryogenic Division, to discuss the realisation of the company’s ambitions and the future.
There was no doubting the ambition for that future, but there was no indication it would be beyond the ownership of the Spada family. Under its leadership the company has swelled to encompass around 700 employees – more than double the amount compared to 10 years ago. And it’s been a global success story.
VRV’s global campaign kick started in 2001 when it acquired French cryobiological outfit CRYO DIFFUSION. Then in 2008, it made an important investment in Chennai, India, realising a greenfield project with a modern and efficient engineering and manufacturing plant, and expanding its presence in Asia. It went on to acquire Italian valve manufacturer FEMA in 2010 and took over IMB in 2015 from KOCH INDUSTRIES, a company specialised in the design and manufacture of specialty heat exchangers.
The latter move represented part of a strategic diversification project in VRV’s Energy and Petrochemical Division.
Now, more than 90% of all its products are exported, compared to 2001 when 90% was sold within Italy, with the company’s ambition of being a truly global player firmly coming to fruition in the last decade.
“We are looking to expand geographically, as well as in terms of both our product capabilities and market share,” Spada said in our interview. “But our first target is to consolidate the market that we have – we don’t always have to look at new markets and forget that we can always do better and more in the market that we have.”
That consolidation in its field has proceeded as planned in the last year; perhaps most notable is the partnership announced in April with Equigas to serve the American market.
Spada had emphasised the importance of the US market in our interview, “America is one of the most important markets in the world where a lot of new cryo applications were developed, so it’s definitely a reference market for us. You cannot be a global player if you are not present in the States.”
Now VRV is not just present in the US, it has also been acquired by one of the US’ foremost cryogenic equipment pioneers. The motivation is clear, while the synergies are obvious and many.
For VRV, it’s essentially what it says on the tin – Chart is the logical partner. For Chart, the group will have a vastly expanded profile, with an emboldened manufacturing footprint and improved port access by adding production and commercial facilities in Italy, India and France. The acquisition also expands its repair and service offering, as well as ‘end market expansion to the warm side of energy and petrochemical processing’ and growth in its Energy & Chemicals presence within Europe.