Carel signs agreement to acquire 51% of CFM Soğutma

BRUGINE, Padua, Italy, 10 May 2021: Carel Industries, on May 5, signed a binding agreement for the acquisition of 51% of CFM Soğutma ve Otomasyon A.Ş., a long-standing distributor and partner in Turkey as well as a provider of digital and on-field services and solutions dedicated to OEMs, contractors and end users in the Turkish HVACR market.

CFM’s workforce, based in its 6,500-square-metre Izmir facility, in Turkey, numbers 34, half of whom are part of the technical and engineering team, Carel said.

With major expertise in thermodynamics, mechanics, control and connectivity, CFM offers complete solutions, starting from system design and technical support, during the start-up phase of the plants, up to the remote monitoring and supervision service, Carel said. The offer, which is based on the proposal of the best brands and includes software development and customisation, customer training in its Academy as well as energy management services, allows CFM to stand out significantly, Carel said.

According to Carel, CFM has created a unique business model, demonstrated by its high rate of customer loyalty, its long-standing relationships with the country’s main retail chains and its particularly high profitability.

A peculiar feature of CFM is also that it invoices almost all its sales in euros, thereby protecting itself from fluctuations in the local currency, Carel pointed out. In 2020, CFM reported revenues of 14.5 million euros and EBITDA of five million euros, it said. It is expected that at the time of the closing of the operation the net financial position will be slightly positive, it pointed out.

Carel said the transaction is aligned with two of its key strategic directions: geographical expansion outside western Europe and the development of the services business – on-field and digital. The acquisition, the company said, will allow it to not only establish a direct presence in the important Turkish market and to have a solid platform for the development of its Middle East market but also to adopt a distinctive business model, characterised by a wide range of complementary services. The transaction will also allow it to further develop its potential in synergy with its hardware, IoT and thermodynamic competence, it said. After having established its success in the refrigeration sector, CFM, in fact, has extensive growth potential in air conditioning and humidification, it added.

The closing of the part-acquisition is expected by the end of July 2021 and is subject to obtaining the approval for the transaction from the local antitrust authorities, and meeting other conditions precedent that are characteristic of this type of agreement, Carel said. With this transaction, Carel said, it will take control of the Turkish company through the acquisition of 51% of the share capital of CFM, with an enterprise value of 23.1 million euros for the stake. The acquisition of the remaining 49% of CFM, the valuation of which is tied to the Turkish company’s future results, is governed by a cross-option mechanism between the parties, exercisable between 2024 and 2027, Carel said. This structure in which the current management is heavily involved in the company in the medium term, it added, ensures a complete alignment of interests during the integration period of CFM into CAREL.