News › JENOPTIK AG • Acce­le­ra­ted growth with acqui­si­tion of TRIOPTICS

• TRIOPTICS is a lea­ding high-growth pho­to­nics com­pany (reve­nue of around 80 mil­lion euros and ope­ra­ting mar­gin before depre­cia­tion of appro­xi­mately 27 per­cent in 2019)
• Jen­op­tik CEO Tra­e­ger: “A signi­fi­cant step in Jenoptik’s stra­te­gic pro­cess of focu­sing on pho­to­nics that enab­les us to offer our cus­to­mers a full range of pro­ducts and ser­vices for app­li­ca­ti­ons in the digi­tal world.”
• Com­bi­na­tion of com­ple­men­tary tech­no­logy port­fo­lios in the fields of mobi­lity, con­nec­ti­vity, vir­tual rea­lity, and digi­tal ima­ging with huge poten­tial in growth mar­kets
• In two steps, Jen­op­tik will acquire 100 per­cent until 2021
• The acqui­si­tion will impact posi­tively on net income and free cash flow already in the cur­rent year
• Exter­nal finan­cing of tran­sac­tion, without tap­ping the stra­te­gic liqui­dity reserve

JENOPTIK AG (FSE: JEN / ISIN: DE000A2NB601) acqui­res 100 per­cent of the shares in TRIOPTICS GmbH. The enter­prise value equa­tes a com­bi­ned 2021e EV/EBITDA mul­ti­ple of 10.4. Both par­ties to the con­tract have agreed not to dis­c­lose details of the purchase price. The tran­sac­tion will be made in two steps. First, Jen­op­tik will take over 75 per­cent of the shares, the remai­ning shares after ful­fil­ling defi­ned suc­cess cri­te­ria by the end of 2021. The com­pany will streng­t­hen the tech­no­lo­gi­cally lea­ding posi­tion of Jenoptik’s Light & Optics divi­sion. Depen­ding on the date of first-time con­so­li­da­tion and without taking PPA effects into account, the tran­sac­tion will have a posi­tive impact on Jenoptik’s busi­ness deve­lo­p­ment in 2020. The out­look for the cur­rent year, pro­vi­ded by the com­pany in May did not include this acqui­si­tion.

TRIOPTICS is a lea­ding inter­na­tio­nal sup­plier of test equip­ment and manu­fac­tu­ring sys­tems for opti­cal com­pon­ents and sen­sors in the digi­tal world. The com­pany, based in Wedel near Ham­burg, has over 400 employees world­wide – of which around 100 in rese­arch and deve­lo­p­ment –, and in 2019 gene­ra­ted reve­nue of around 80 mil­lion euros, with an ope­ra­ting mar­gin before depre­cia­tion of around 27 per­cent. Over the last four years, the com­pany achie­ved on average annual growth (CAGR) of 17 per­cent. Since its foun­ding in 1991, TRIOPTICS has deve­lo­ped pro­prie­tary tech­no­logy for glo­bal cus­to­mers in attrac­tive growth mar­kets. TRIOPTICS has a very strong pre­sence in Euro­pean and Asian mar­kets with own sub­si­dia­ries. The com­pany gene­ra­tes more than half of its reve­nue in Asia. CEO, Eugen Dumit­rescu, and CTO, Ste­fan Krey, will con­ti­nue to work in their posi­ti­ons for TRIOPTICS under the Jen­op­tik umbrella.

Expan­ding lea­ding tech­no­lo­gi­cal posi­tion in growth mar­kets

The acqui­si­tion of TRIOPTICS streng­t­hens the Jen­op­tik Group’s clear focus on high-growth indus­tries of the future and opens up an even grea­ter range of app­li­ca­ti­ons, which will help the com­pany to drive pro­fi­ta­ble growth and streng­t­hen its posi­tio­ning as a focu­sed pho­to­nics player. TRIOPTICS is a lea­ding sup­plier of equip­ment used to test opti­cal com­pon­ents and sen­sors, and has good mar­ket access to many smart­phone and camera manu­fac­tu­rers and their sup­pliers, among others. With these, the com­pany is genera­ting a major part of its reve­nue. Its inte­gra­tion will enable Jen­op­tik to bet­ter scale its exis­ting test equip­ment busi­ness in the Light & Optics divi­sion. The acqui­si­tion also bols­ters Jenoptik’s deve­lo­p­ment into a mar­ket lea­der for inno­va­tive test solu­ti­ons for opti­cal sen­sors in attrac­tive growth mar­kets, where annual growth rates of bet­ween 6 and 15 per­cent are expec­ted over the next years.

The two com­pa­nies’ com­bi­ned exper­tise in optics and indus­trial ima­ging will enable them to fur­ther expand their tech­no­lo­gi­cal lea­ders­hip and gain mar­ket share, for example in the gro­wing mar­kets for new vir­tual and aug­men­ted rea­lity app­li­ca­ti­ons in both the indus­trial and con­su­mer seg­ments. In the auto­mo­tive indus­try, the expan­ded port­fo­lio for manu­fac­tu­ring pre­cision opti­cal com­pon­ents and sys­tems offers con­si­derable poten­tial, par­ti­cu­larly in view of the gro­wing impor­t­ance of dri­ver assi­s­tance sys­tems and new mobi­lity con­cepts in the field of auto­no­mous dri­ving, for which impro­ved image and data acqui­si­tion is essen­tial.

Expan­ding the glo­bal pre­sence

With the strong pre­sence and estab­lis­hed access to key TRIOPTICS cus­to­mers in Asia, Jen­op­tik can expand its exis­ting mar­ket shares in stra­te­gic mar­kets such as China, Japan, and Korea. In addi­tion, the Group is streng­t­he­ning its posi­tion in Cali­for­nia and Flo­rida, and will be able to offer a grea­ter range of pro­ducts and ser­vices to major Ame­ri­can cus­to­mers in the digi­tal and com­mu­ni­ca­tion area. The acqui­si­tion will create signi­fi­cant eco­no­mies of scale in the core mar­kets, thus streng­t­he­ning Jenoptik’s busi­ness model.

Ste­fan Tra­e­ger, Jen­op­tik Pre­si­dent & CEO: “The acqui­si­tion of TRIOPTICS is a major step in Jenoptik’s stra­te­gic deve­lo­p­ment and in the pro­cess of focu­sing on optics and pho­to­nics. We are acce­le­ra­ting our pro­fi­ta­ble growth, thus pla­cing our busi­ness on a broa­der and more inter­na­tio­nal foo­ting. This tran­sac­tion will allow us to offer our cus­to­mers a more com­pre­hen­sive range of pro­ducts and ser­vices for app­li­ca­ti­ons in the digi­tal world. This will enable us to tap addi­tio­nal poten­tial for growth in the areas of mobile data acqui­si­tion and trans­mis­sion, as well as in inno­va­tive human-machine inter­faces in the auto­mo­tive and indus­trial mar­kets, among others. The tran­sac­tion also makes us less depen­dent on indi­vi­dual busi­ness cycles and cus­to­mers.”

Eugen Dumit­rescu, foun­der and CEO of TRIOPTICS: “Tog­e­ther with Jen­op­tik, we can bene­fit even more from the growth poten­ti­als, which are emer­ging cur­r­ently with the next wave of digi­tiz­a­tion and the rapidly incre­a­sing demand for con­nec­ti­vity, vir­tual rea­lity, and digi­tal ima­ging.”

High genera­tion of cash flows and syn­ergy poten­ti­als

Due to its high pro­fi­ta­bi­lity and free cash flow genera­tion, TRIOPTICS will impact posi­tively on ear­nings and finan­cial strength of Jen­op­tik already in the cur­rent year – depen­ding on the date of first-time con­so­li­da­tion and without taking PPA effects into account. Sub­stan­tial syn­er­gies are expec­ted not only from the expan­ded tech­no­lo­gi­cal know-how, but also from cost effects and eco­no­mies of scale resul­ting from the expan­sion of lea­ding mar­ket posi­ti­ons and the inten­si­fied coope­ra­tion with important glo­bal Tier 1 com­pa­nies. The com­ple­men­tary port­fo­lios will allow to offer a broa­der range of mea­su­ring sys­tems, as well as pro­duc­tion faci­li­ties for sen­sor solu­ti­ons and opti­cal micro­com­pon­ents, which over the long term might be reflec­ted in eco­no­mies of scale and thus reve­nue syn­er­gies worth more than 50 mil­lion euros.

Details of the tran­sac­tion

Under the terms of the agree­ment, Jen­op­tik will initi­ally acquire 75 per­cent of the shares in TRIOPTICS. The funds stem from the bor­ro­wing of capi­tal at very favor­able con­di­ti­ons. In addi­tion an earn-out was agreed for the sel­lers of TRIOPTICS, which is based on the attain­ment of cer­tain growth and pro­fi­ta­bi­lity tar­gets in the first two years after com­ple­tion of the tran­sac­tion. The remai­ning 25 per­cent will be acqui­red on Decem­ber 31, 2021, sub­ject to con­di­ti­ons pre­ce­dent.

“We are using bridge finan­cing to cover the ent­ire tran­sac­tion, ther­eby pro­tec­ting our stra­te­gic liqui­dity reserve. We have recei­ved a bin­ding finan­cing com­mit­ment for the acqui­si­tion from Lan­des­bank Baden-Würt­tem­berg, one of our long­stan­ding finan­cial part­ners. On com­ple­tion of the TRIOPTICS acqui­si­tion, we will con­ti­nue to have a very healthy balance sheet and a sound finan­cial posi­tion. Our abi­lity to gene­rate strong cash flows is likely to improve fur­ther as a result of the tran­sac­tion,” says Hans-Die­ter Schu­ma­cher Chief Finan­cial Offi­cer of JENOPTIK AG.

The acqui­si­tion was appro­ved by the JENOPTIK AG Super­vi­sory Board and is, howe­ver, still sub­ject to appro­val by the Ger­man Bun­des­kar­tell­amt. Clo­sing is expec­ted in the 3rd quar­ter 2020.

About Jen­op­tik

Jen­op­tik is a glo­bally ope­ra­ting tech­no­logy group, which is active in the three pho­to­nics-based divi­si­ons Light & Optics, Light & Pro­duc­tion and Light & Safety as well as with VINCORION for mecha­tro­nics solu­ti­ons. Opti­cal tech­no­lo­gies are the very basis of our busi­ness with the majo­rity of our pro­ducts and ser­vices being pro­vi­ded to the pho­to­nics mar­ket. Our key tar­get mar­kets pri­ma­rily include the semi­con­duc­tor equip­ment indus­try, the medi­cal tech­no­logy, auto­mo­tive and mecha­ni­cal engi­nee­ring, traf­fic, avia­tion as well as the secu­rity and defense tech­no­logy indus­tries. Jen­op­tik is lis­ted on the Frank­furt Stock Exchange, has more than 4,100 employees and gene­ra­ted reve­nue of approx. 855 mil­lion euros in 2019.

Con­tact

Tho­mas Frit­sche
JENOPTIK AG
Head of Inves­tor Rela­ti­ons
+49 3641 65–2291
moc.kitponej@ehcstirf.samoht

Sabine Bar­ne­kow
JENOPTIK AG
Inves­tor Rela­ti­ons
+49 3641 65–2156
moc.kitponej@wokenrab.enibas