JOST Werke (JST) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Hyva aligns with the strategy to expand the branded product portfolio and global market presence, especially in high-growth regions like Americas, Asia-Pacific, and Africa.

• Hyva is a global leader in hydraulic tipping cylinders, offering technology leadership and a strong brand that complements existing offerings and supports joint R&D for smart transportation solutions.

• The deal increases exposure to off-highway applications, balancing the business between on-highway and off-highway markets.

• High overlap in customers and end markets enhances relevance, scale effects, and cross-selling opportunities.

• Acquisition leverages industry trends in construction, mining, agriculture, and infrastructure, supported by global GDP and population growth.

Financial terms and conditions

• Binding exclusivity agreement signed; definitive asset purchase agreement targeted for Q4 2024.

• Hyva's 2023 revenue was EUR 624 million, with adjusted EBIT margin around 7%.

• Combined group expected to reach EUR 1.8 billion in sales and 9.6% adjusted EBIT margin.

• Transaction to be financed with existing cash, undrawn debt, and credit facilities; no capital raise or equity increase planned.

• Net debt to adjusted EBITDA expected to remain below 2.5x post-acquisition.

Synergies and expected cost savings

• Identified annual synergies of EUR 23–28 million, with one-off integration costs estimated at EUR 12–24 million.

• Synergies expected from purchasing, manufacturing, logistics, SG&A, sales force integration, and R&D collaboration.

• Additional sales opportunities and improved margins expected from combined operations.

• Synergies to help achieve strategic margin targets within 24 months post-closing, with Hyva's profitability expected to align with a 10.0%–12.0% EBIT margin corridor.

• Additional mid- and long-term synergy potential to be verified during post-merger integration.