01.09.2023
Binder Grösswang successfully advised the Semperit Group on the sale of its medical business (Sempermed: surgical and examination gloves) to the Southeast Asian glove producer HARPS GLOBAL PTE. LTD.
The first part of the transaction, comprising, in particular, the distribution companies and the production of examination gloves, was successfully closed on 31 August 2023. The second part, comprising the production of surgical gloves in Wimpassing and Sopron, will follow within five years after the first closing. In the contract signed in December 2022, the parties agreed on a purchase price for the entire medical business in the amount of approximately EUR 115 million (cash and debt-free), subject to customary price adjustment mechanisms. The final purchase price will be determined retroactively on the basis of the interim balance sheet as at the date of the closing.
Focus on industrial polymer products
Semperit’s divestment of the medical business represents a further step in the group’s transformation to an industrial rubber/elastomer specialist. In this context, Semperit concluded the acquisition of the Austrian RICO Group, a globally leading provider of silicon injection moulding tools and producer of liquid silicone components, in July 2023. Binder Grösswang advised Semperit on this acquisition as well.
In line with this new orientation, Semperit has divested itself of the manufacture of examination gloves and the production of ceramic formers for the production of gloves in Malaysia, as well as of its global sale and distribution segments. Excluded from the transaction are the production of surgical gloves in Wimpassing and their packaging in Sopron. These will be continued as contract manufacturing for HARPS in both Sites for several years.
The buyer HARPS specializes in the glove business and is expanding its product portfolio and sales markets through the acquisition of Semperit’s medical business.
Comprehensive counsel
“The sale of the medical business, like the recent acquisition of the RICO Group, is in line with Semperit’s vision for the future, which is to concentrate on the growth of its core business and position itself as a specialist for industrial polymer products. We are pleased that Semperit has placed its trust in our competence to support the company through all the steps of this transformation process,” says Binder Grösswang partner Florian Khol.
The Binder Grösswang team, led by partner Florian Khol and attorney-at-law Christoph Schober (Corporate/M&A), included Simona Shpilsky (attorney at law, Corporate/M&A) and Michael Mittermair (associate, Corporate/M&A), Clemens Willvonseder (partner) and Manuela Wenger (associate) for tax law issues, capital markets specialist Philipp Tagwerker (attorney at law), Johannes Barbist and Regina Kröll (partners) for questions of regulatory law, Ivo Rungg (partner) and Hellmut Buchroithner (counsel) for intellectual property / IT issues, as well as Christine Dietz (partner) and Christoph Raab (attorney at law) for competition law matters.
Semperit's in-house team consisted of Franz-Michael Hohensinn (General Counsel), Florian Pechhacker (Legal Counsel), Markus Trost (Director Restructuring Operations) and Christian Höllerschmid (Director Group Accounting).
The legal concerns in Singapore were handled by ZICO Law. The buyer was represented by Latham & Watkins, with Schönherr acting as local counsel.
About Semperit
The listed company Semperit AG Holding is an internationally oriented group, which, in its two divisions Industrial Applications und Engineered Applications, develops and produces highly specialised polymer products for the industrial and medical sectors, selling them in over 100 countries around the world. The Industrial Applications division focuses on industrial applications with highly efficient production and cost leadership; they include hydraulic and industrial hoses as well as profiles. The Engineered Applications division comprises escalator handrails, conveyor belts, cable car rings and other engineered elastomer products, as well as the Rico Group, and focuses on customized technical solutions. The long-established Austrian company, which was founded in 1824, has its headquarters in Vienna. At the end of 2022, Semperit had 16 production sites worldwide as well as numerous sales offices in Europe, Asia, Australia and America. In the 2022 business year, the group generated turnover of EUR 779,8 million and EBITDA of EUR 100,5 million in continued operations.