Standard Motor Products, Inc. entered into a Share Sale and Purchase Agreement to acquire AX V Nissens III ApS from Nissen Family Group A/S, Axcel V managed by Axcel Management A/S and others for approximately ?360 million.
July 09, 2024
Share
Standard Motor Products, Inc. (NYSE:SMP) entered into a Share Sale and Purchase Agreement to acquire AX V Nissens III ApS from Nissen Family Group A/S, Axcel V managed by Axcel Management A/S and others for approximately ?360 million on July 5, 2024. The Company will acquire the entire share capital of Nissens Automotive for ?360 million (or approximately $388 million), subject to adjustment at closing, on a cash-free, debt-free basis. Purchase price of ?360 million (or approximately $388 million) represents approximately 7.5x EBITDA multiple inclusive of estimated run-rate cost synergies. For the period ending December 31, 2023, AX V Nissens III ApS reported total revenue of $260 million (?240.162 million). The Purchase Agreement may be terminated in certain limited circumstances, including if the closing has not occurred by April 1, 2025, which date may be extended in accordance with the provisions of the Purchase Agreement. The Company plans to finance the acquisition and related transaction costs with funds available under its credit facility, as amended. J.P. Morgan Bank N.A., Bank of America and Wells Fargo are providing committed financing for the funding of the transaction. The Second Amendment provides for a new $125 million (?115.4625 million) term loan facility and the use of funds available under the existing revolving credit facility to finance the acquisition of Nissens Automotive and related transaction costs incurred in connection therewith. The closing of the Purchase Agreement is subject to certain closing conditions, including, without limitation, obtaining clearances from applicable competition authorities that are required to consummate the transaction. In addition, the Purchase Agreement contains customary representations, warranties and covenants of the Company and the Sellers. The transaction is expected to be completed in the second half of 2024.
J.P. Morgan Securities LLC acted as financial advisor for Standard Motor Products, Inc. Ken Lefkowitz and Scott Naturman of Hughes Hubbard & Reed LLP acted as legal advisor for Standard Motor Products, Inc. Plesner Advokatpartnerselskab acted as legal advisor for Standard Motor Products, Inc. Deloitte Financial Advisory Services A/S acted as financial advisor for Nissen Family Group A/S and Axcel Management A/S. Jefferies Financial Group Inc. acted as financial advisor for Nissen Family Group A/S and Axcel Management A/S. PwC Corporate Finance acted as financial advisor for Nissen Family Group A/S and Axcel Management A/S. Gorrissen Federspiel I/S acted as legal advisor for Nissen Family Group A/S and Axcel Management A/S.
Standard Motor Products, Inc. is a manufacturer and distributor of replacement parts in the automotive aftermarket and a custom-engineered solutions provider to vehicle and equipment manufacturers in diverse non-aftermarket end markets. Its Vehicle Control Segment services its core automotive aftermarket customers through its offering of replacement parts within the product groups: Engine Management, Electrical and Safety and Wire Sets and Other. Its Temperature Control Segment also services its core automotive aftermarket customers through its offering of replacement parts within the various product groups: AC System Components and Other Thermal Components. Its Engineered Solutions Segment services its vehicle and equipment manufacturing customers across diverse global end markets, including on-highway and off-highway applications such as commercial and light vehicles, construction, agriculture, power sports, marine, hydraulics and lawn and garden.
Standard Motor Products, Inc. entered into a Share Sale and Purchase Agreement to acquire AX V Nissens III ApS from Nissen Family Group A/S, Axcel V managed by Axcel Management A/S and others for approximately ?360 million.
STANDARD MOTOR PRODUCTS, INC. 
