Thales (HO) M&A announcement summary

Deal rationale and strategic fit

• Accelerates expansion in maritime robotics and inertial navigation, leveraging Exail's expertise and aligning with strategic priorities in fast-growing markets.

• Strengthens position in mine countermeasure and unmanned anti-submarine warfare, combining highly complementary portfolios and advancing quantum sensing.

• Creates a world-class player in unmanned underwater warfare and inertial navigation, reinforcing European technological sovereignty and innovation.

• Exail's robust growth and technology portfolio enhance capabilities in both defense and civil markets, supporting dual-use innovation.

• The combination is expected to reinforce global leadership and value proposition in effectors, aerospace, and quantum sensors.

Financial terms and conditions

• Binding agreement to acquire 35.51% stake from Gorgé family at €134 per share, a 44% premium over the unaffected share price, with closing expected by Q3 2027.

• Mandatory tender offer for 100% of Exail shares and ODIRNANE bonds to follow initial closing, at the same price per share.

• Enterprise value of €3.9 billion, equity value of €2.3 billion, and net debt at Exail of €1.6 billion.

• Transaction funded with a mix of cash and new debt; pro forma 2027E net debt/EBITDA leverage ~0.7x.

• Purchase price implies an EV/2027 EBIT multiple of ~24x post cost synergies and ~20x post cost and revenue synergies.

Synergies and expected cost savings

• Targeting €500 million in additional sales within 10 years through cross-selling, pipeline access, and program upgrades.

• ~€60 million run-rate cost synergies expected by 2030, mainly from R&D, procurement, and SG&A optimization.

• Combined revenue and cost synergies to contribute €90 million to adjusted EBIT by 2032.

• Significant revenue and cost synergies from commercial and R&D platform mutualization.

• ~€90 million expected one-off and implementation costs in first three years.