REG - Morgan Adv.Materials - Sale of Molten Metal Systems business (“MMS”)

Morgan Advanced MaterialsAnnouncement

22/08/2025 08:00

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RNS Number : 4135W  Morgan Advanced Materials PLC  22 August 2025

Press Release

Morgan Advanced Materials plc

22 August 2025

 

Sale of Molten Metal Systems business ("MMS")

Morgan Advanced Materials plc ("Morgan" or the "Group"), the global
manufacturer of advanced carbon and ceramic materials for complex and
technologically demanding applications, announces that it has reached an
agreement to sell its MMS business unit, including the Group's 75.0%
shareholding in Morganite Crucible (India) Ltd ("MCIL"), to Vesuvius plc
("Vesuvius"). The total consideration payable to Morgan is £75.8m, as set out
in further detail below. The transaction is expected to complete by early
October 2025.

The disposal of MMS simplifies Morgan, and is in line with the Group's
strategy to accelerate its organic growth and generate higher returns by
focusing on specific faster growing markets. The sale is expected to improve
the financial position of the Group and provide optionality both for
investment in growth and enhanced shareholder returns in line with our capital
allocation priorities.

MMS is part of Morgan's Thermal Products segment and provides crucibles
products and melting solutions used in the production of non-ferrous metals,
including zinc, aluminium, copper, brass, bronze and precious metals. It has
operations in China, Germany and India and in 2024 generated revenue of
£42.5m (4% of Morgan's total 2024 revenue) and adjusted operating profit of
£5.2m. The total consideration payable to Morgan of £75.8m represents a
multiple of 14.6x MMS' 2024 adjusted operating profit. After allowing for
capital gains tax of c. £7.3m on the disposal of the shareholding in MCIL,
the adjusted total consideration represents a multiple of 13.2x 2024 adjusted
operating profit.

The transaction is structured as an acquisition of Morgan's 75% shareholding
in its Indian listed subsidiary, MCIL, by Vesuvius' Indian listed subsidiary,
Foseco India Ltd ("FIL"), with consideration for the acquisition being the
issuance of new FIL shares to Morgan (the "Indian Transaction"), plus a cash
acquisition of the remainder of the MMS business by Vesuvius (the "Rest of
World Transaction"). As consideration for the Indian Transaction, Morgan will
receive 1.2m shares in FIL, which represents a c. 15% shareholding in FIL
valued at approximately £55.8m. In addition, Morgan will receive £20m in
cash as gross consideration for the Rest of World Transaction (subject to
customary post-completion cash, debt and working capital adjustments and prior
to any taxes, fees and other expenses related to the overall MMS transaction).
Morgan's shareholding in FIL will represent a smaller relative shareholding in
a larger, more liquid publicly traded Indian company than its shareholding in
MCIL today. Morgan's FIL shares will be subject to a 6 month lock-up period
post completion, in accordance with applicable Indian regulations.

Damien Caby, Chief Executive Officer, said:

"This disposal demonstrates the disciplined approach we take to our portfolio.
It leaves Morgan more simple and better aligned to our strategy. We remain
focused on delivering against our strategic initiatives and believe that
today's transaction will realise significant value for shareholders, as well
as better positioning the Group to deliver higher organic growth returns."

The transaction is conditional on the approval of the Indian Transaction by
FIL shareholders. Vesuvius, which indirectly holds 75.0% of FIL shares, has
undertaken to Morgan to vote in favour of the Indian Transaction. The
transaction is not subject to the approval of the shareholders of either
Morgan or Vesuvius.

Gleacher Shacklock acted as financial adviser to Morgan on the transaction.

For further enquiries:

 Richard Armitage, CFO                Morgan Advanced Materials  01753 837 000

 Nicholas Frost, Investor Relations
 Nina Coad                            Brunswick                  0207 404 5959

 

Financial information and bases of calculation:

The agreed share exchange ratio for the Indian Transaction is 0.274 FIL shares
for every 1 MCIL share currently owned by Morgan, in accordance with
applicable Indian regulations. The 1.2m FIL shares that Morgan will receive
under the Indian Transaction in respect of its 4.2m MCIL shares have a current
value of £55.8m. Under the transaction structure of the Indian Transaction,
the share exchange ratio is set within certain Indian regulatory limits.

Total gross consideration receivable by Morgan is therefore expected to have a
value of approximately £75.8m, being the aggregate of: (i) £55.8m, being the
current value of the 1.2m FIL shares to be issued to Morgan on completion of
the Indian Transaction; and (ii) £20m cash proceeds from the Rest of World
Transaction.

On an enterprise value basis, the transaction implies a total enterprise value
for MMS of £92.7m, calculated based on the total consideration of £75.8m
plus the value of the 25% minority interest in MCIL, representing 1.4m shares
valued at the same implied price per share received by Morgan in the Indian
Transaction (implying total minorities value of £18.6m), less the MCIL net
cash balance of 202m INR (£1.7m) per the latest published balance sheet dated
31 March 2025.

The following exchange rates have been used in the above calculations: £1 =
117 INR.

In the Group's last full financial year, the year ended 31 December 2024, the
MMS business unit generated revenue of £42.5m, out of reported revenue of
£418.2m for the Thermal Products segment which MMS sits within, and adjusted
operating profit of £5.2m, out of reported Thermal Products adjusted
operating profit of £40.0m.

 

Important notice:

This announcement contains forward-looking statements. These statements have
been made in good faith based on the information available up to the time of
the approval of this announcement. No assurance can be given that these
expectations will prove to have been correct. By their nature, forward-looking
statements involve risks, uncertainties or assumptions that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements. As such, undue reliance should not be placed on
forward-looking statements.

 The Directors undertake no obligation to update any forward-looking
statements whether as a result of new information, future events or otherwise.

Gleacher Shacklock LLP ("Gleacher Shacklock") is authorised and regulated by
the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting
as financial adviser exclusively for the Group and no one else in connection
with the transaction and the matters set out in this announcement and will not
regard any other person (whether or not a recipient of this announcement) as
its client in relation to the transaction and will not be responsible to
anyone other than the Group for providing the protections afforded to clients
of Gleacher Shacklock or its affiliates, or for providing advice in relation
to the transaction or any other matters referred to in this announcement or
any other matter referred to herein.

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