Industrie De Nora (DNR) investor relations material

Deal rationale and strategic fit

• Acquisition creates a global, integrated water solutions platform targeting high-growth sectors such as semiconductors, desalination, and mining, addressing clean water scarcity and contamination challenges.

• Expands presence and manufacturing capabilities in Southeast Asia, with new hubs in Malaysia and the Philippines, enhancing proximity to customers.

• Combines advanced technologies, engineering expertise, and a technology-agnostic, turnkey project approach for tailored solutions.

• Fully aligns with the M&A strategy to scale a solutions-driven global water platform and supports a shift from a product-centric to a solutions-driven model.

• Lays the foundation for further M&A activity and platform expansion in water treatment.

Financial terms and conditions

• Enterprise value ranges from $61.5M to $66.5M, with closing consideration between $53.1M and $61.5M, depending on trade receivables.

• Transaction valued at 0.7x 2025 EV/Sales and 6.2x–6.7x 2025 EV/EBITDA, including identified synergies.

• Acquisition financed by a €60M, five-year amortizing term loan facility, with potential ESG-linked KPIs.

• Dividend payout policy remains unchanged, up to 25%.

• Share purchase agreement signed May 26, 2026; closing expected July 1, 2026, with post-closing adjustments by Q3 2026.

Synergies and expected cost savings

• $7M annual cost synergies expected by year three, with 30% achieved by 2027.

• Synergies from procurement efficiency, G&A optimization, engineering/fabrication leverage, and footprint optimization.

• Revenue synergies expected from cross-selling, broader offerings, and technology integration, especially in North America, EMEA, and Southeast Asia.

• Synergies to support alignment of BW Water's profitability with the Water Technology Systems business.