Stabilus S. A. signs agreement to acquire entities of the SKF Group for a total consideration of USD 339 million

CORPORATE NEWS

Stabilus S. A. signs agreement to acquire entities of the SKF Group for a total consideration of USD 339 million

- Stabilus and SKF sign agreement to acquire SKF's entities ACE, Hahn Gasfedern and Fabreeka/Tech Products

- Transaction will strengthen Stabilus' industrial business unit by expanding its portfolio and tapping new customer groups

- Increase of Stabilus' EBIT-Margin and earnings per share expected

- On closing of transaction, new attractive credit facility to be set up with a volume of up to EUR 570 million to finance transaction and replace existing debt as well as implementation of new revolving credit facility (RCF) of EUR 70 million to replace existing RCF

- Partial refinancing of debt intended through capital increase of approx.
EUR 150 million - details of the capital increase will be decided at a later stage

Luxembourg/Koblenz, 26. April 2016 - Stabilus S.A. (ISIN: LU1066226637, "Stabilus") and the Swedish SKF Group (ISIN: SE0000108227, "SKF") signed a purchase agreement, under which Stabilus is to acquire the SKF entities ACE, Hahn Gasfedern and Fabreeka/Tech Products. The acquisition is still subject to approval by the relevant antitrust authorities. The companies are established industrial suppliers in the fields of motion control, damping and vibration control for a broad spectrum of clients and industry segments. With the acquisition, Stabilus expands its product portfolio in the industrial sector and taps new customer groups. The volume of the planned transaction amounts to USD 339 million. The closing of the transaction is expected during summer 2016.

The companies to be acquired have a total of around 550 employees worldwide. For financial year 2015, the companies generated consolidated sales of approx. USD 120 million. The company names are established brands: For more than 50 years, ACE has supported industrial customers with damping solutions. Hahn Gasfedern has been manufacturing gas springs since 1960 for various industrial applications. Fabreeka/Tech Products was founded in 1918 and is specialized in products for the reduction of vibrations, which are used in many machines, instruments and utility vehicle components.

Dietmar Siemssen, CEO of Stabilus S.A., said: "The planned acquisition marks an important step for Stabilus to further expand our position as a global provider of motion control and damping solutions. In most cases, components for motion control and vibration damping constitute only a fraction of a final product's overall cost in the industrial sector. At the same time, however, they are essential to increase the longevity of products and maintenance intervals for machines, thus minimizing downtimes, for example. Industrial customers therefore rely on customized quality products. The acquisition enables us to expand our product portfolio as well as our customer base in the industrial segment. In addition, we are further reducing our exposure to the cycles of individual industries and regions. The companies are well-established in the market, innovative, fast-growing and have outstanding development opportunities - they are an excellent fit for Stabilus. The companies will immediately increase the earnings power and profitability of Stabilus. The planned transaction is highly complementary for Stabilus and we are confident that we will be able to offer both the customers of Stabilus and ACE, Hahn Gasfedern and Fabreeka/Tech Products an even broader range of customized solutions going forward. We are convinced that the new entities and their employees will make an important contribution to our joint successful future."

With their comprehensive range of gas springs, dampers and products for vibration reduction and locations in Europe, the US and Asia, ACE, Hahn and Fabreeka/Tech Products are among the technologically leading industrial suppliers in their respective fields. The companies have distinctive skills for specifically customized applications in medium to small lot sizes. Their diverse customer base includes companies from the growing global market for automation technology and other dynamic industries such as machinery and plant engineering, utility and rail vehicles and medical equipment. Following completion of the acquisition, Stabilus' customers in the industrial segment will have access to an even more extensive range of services in all aspects of motion control, oscillation and vibration damping. Synergies are primarily expected through joint research and development activities, the exchange of technical expertise and the mutual development of new markets and customer groups.

The estimation of the global market for the product segments of the companies exceeds USD 3 billion. The annual growth rate of the market has been between five and six percent since 2012. Among other things, growth is being driven by growing levels of automation, increasing comfort requirements, demographic change (stronger demand for medical equipment), the tightening of occupational safety requirements and rising demands on the efficiency and availability of machines.

In 2015, the entities recorded an EBIT of approximately USD 30 million. As a result of the transaction, Stabilus expects a positive effect on its EBIT margin and earnings per share.

After the closing of the transaction, Stabilus intends to set up a new credit facility of up to EUR 570 million to finance the transaction and at the same time replace the existing EUR 265 million term loan facility as well as implement a new EUR 70 million revolving credit facility to replace its (unutilized) EUR 50 million revolving credit facility. The envisaged new credit facility will have more favorable terms over the duration of the loan than the one installed in 2015. Stabilus further intends to partially refinance the debt through a capital increase of around EUR 150 million after closing of the transaction. The details of the capital increase will be decided at a later stage, appropriately balancing timing and market considerations. Mark Wilhelms, CFO of Stabilus, commented: "With the closing of the transaction and the planned capital increase, we envisage to achieve a leverage level of below 2x EBITDA in the next year. Thus, we will keep to our mid-term plans of remaining in a conservative debt corridor."

About Stabilus

As a globally active automotive and industrial supplier, Stabilus develops and produces electromechanical drives (POWERISE) as well as gas springs and hydraulic dampers. Employing approximately 4,400 people worldwide, the company has its operational headquarters in Koblenz. In the fiscal year 2015, Stabilus generated revenue of around EUR 611 million. Stabilus operates eleven production plants across nine countries and distributes its products in over 50 countries in Europe, North, Central and South America and Asia Pacific via its regional offices and sales partners. Stabilus has been listed in the Prime Standard segment of the Frankfurt Stock Exchange since May 2014 and was taken up in the SDAX index in September 2014.

About ACE, Hahn Gasfedern and Fabreeka/Tech Products

For more than 50 years, ACE has supported its industrial customers with a broad range of damping solutions. The company has locations in the US, Germany, the UK, China and Japan. It is headquartered in Farmington Hills, US, and Langenfeld, Germany. ACE has approx. 250 employees.

Hahn Gasfedern has been manufacturing gas springs since 1960 for various industrial applications. The company has a workforce of approx. 200 employees and is headquartered in Aichwald, Germany.

Fabreeka/Tech Products was founded in 1918 and specializes in damping vibration, which are used in many machines, instruments and vehicle components. The company has locations in the US, the UK and Germany. It employs around 100 employees.

Important notice

This press release may contain forward-looking statements based on current assumptions and forecasts made by Stabilus Group management and other information currently available to Stabilus. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. The reference in this press release to a potential partial refinancing of debt through a future equity offering does not constitute an announcement of an offer nor an offer of Stabilus' shares to any existing Stabilus shareholder or potential investor in Stabilus' shares in any jurisdiction.