De La Rue plc ("De La Rue" or the "Company") today announces that its wholly owned subsidiary, De La Rue Holdings, has entered into a definitive agreement for the sale of the Group's Authentication Division to Crane NXT, Co. ("Crane NXT") and its related entities for a cash consideration representing an enterprise value of £300m (the "Transaction").
Transaction highlights
· Sale of Authentication Division to Crane NXT for cash consideration, representing an enterprise value of £300m, of which 5% to be held in escrow for up to 18 months following Completion
· Realises significant capital and provides cash to the Group for the benefit of all stakeholders by unlocking the intrinsic value of the Authentication Division
· Follows an extensive and wide-reaching process conducted by the Board of De La Rue
· The Board views Crane NXT as a strong buyer for the Authentication Division, following its recent acquisition of OpSec, and recognises it provides an excellent fit for the Authentication Division's people and customers
· Proceeds will create a more resilient and flexible Group, by:
o Repaying the Group's existing revolving credit facility in full and reducing leverage to a net cash position; and
o Significantly reducing the deficit on the Group's legacy defined benefit pension scheme ("Pension Scheme") by paying £30m as an accelerated contribution on Completion
· The Group has also agreed to pay an additional £12.5m in deficit repair contributions to the Pension Scheme over the period to April 2027, which will further reduce the Pension Scheme deficit
· The above contributions further assist the Company in exploring a long-term solution for the Pension Scheme
· At the same time, the Group's net cash position will create flexibility for the Board to determine the best option to maximise the intrinsic value of the Currency Division for the benefit of shareholders and other stakeholders
· Completion of the Transaction is subject to a number of conditions, including:
o Implementation of a reorganisation to effect a divisional separation required to deliver the Authentication Division to Crane NXT on Completion; and
o Obtaining customary antitrust approvals
· It is currently expected that Completion will occur during the first half of 2025
· Following Completion, De La Rue is expected to comprise the Group's profitable Currency Division, a market leader in its field, with net cash on the balance sheet
Clive Whiley, Chairman of De La Rue, stated:
"The sale of our Authentication Division to Crane NXT represents a substantial step forward on our route to realise the underlying intrinsic value of the De La Rue business for the benefit of all stakeholders. We are delighted to reach agreement with a company with the stature of Crane NXT, with its complementary strengths and are confident that the Authentication Division will continue to build on its considerable successes over the past few years.
Completion of the sale will allow us to repay our existing revolving credit facility in full ahead of its maturity on 1 July 2025 and will provide a springboard to unlock further intrinsic value as we move to find a long-term funding solution for the Group's legacy defined benefit pension scheme. In addition, we will be able to focus fully on building and growing our world-leading Currency business."
Aaron W. Saak, Crane NXT's President and Chief Executive Officer, added:
"The acquisition of De La Rue Authentication accelerates our strategy as a market leader in providing trusted technology solutions that secure, detect and authenticate our customers' most valuable assets. Protection from counterfeiting and illicit trade is a priority for governments and leading commercial product brands. This acquisition expands our technology capabilities and will drive profitable growth in new markets."