HANZA (HANZA) Investor update summary

Strategic rationale and transaction overview

• Acquisition of five factories specializing in heavy mechanics and complex assembly, adding SEK 1.9 billion (EUR 170 million) in annual sales and 1,300 employees.

• Factories are located in Finland, Estonia, and Poland, complementing existing clusters and enabling efficient integration.

• Acquisition aligns with the 2028 strategy to strengthen heavy mechanics, the fastest-growing segment, and expand technology scope and manufacturing capacity.

• Diversified customer base with limited overlap and clear cross-selling opportunities.

• Acquisition is a carve-out from Fortaco, which retains its cabin operations, and supports long-term revenue growth, margin development, and cash flow generation.

Financial impact and transaction structure

• Initial payment based on an enterprise value of EUR 144 million (approx. 8x adjusted EBITA), with a potential additional purchase price of up to EUR 56 million, totaling EUR 200 million.

• Earn-out possible in two tranches, based on revenue growth for 2026 and 2027; payment in cash, financed through existing funds and credit facilities, with no equity financing.

• Expected to add approximately 9% in EBITA margin initially, with further increases anticipated post-integration; transaction and integration costs excluded from initial margin estimates.

• Pro forma net sales projected at SEK 12–12.5 billion, supporting the goal of SEK 14 billion in sales and at least 9% margin by 2028.

• Net debt to EBITDA expected to remain below 2.5x, and equity to asset ratio above 30%, in line with financial targets.

Integration, synergies, and operational outlook

• Integration will leverage a decentralized cluster model, enabling smooth and parallel integration across regions and supporting capacity growth.

• Sales and cost synergies expected, particularly through cross-selling, improved utilization, and operational flexibility.

• Facilities' proximity to existing clusters enables operational synergies, coordination, and backup capabilities during capacity peaks.

• Customer base remains diversified, with no risk of concentration, and special platforms will ensure capacity for both defense and general industry customers.

• Ongoing streamlining of manufacturing platform, including winding down operations in China and reducing units in Finland.