Enterprise Investors to sell its stake in Zelmer through a tender offer to BSH

The transaction is a result of the search for a new investor that Zelmer announced on 28 August 2012. The price to be paid by BSH in the tender will be PLN 40 per share.

The public tender offer announced today is expected to last 70 calendar days from 4 December 2012 and will be subject to the approval of relevant antimonopoly authorities.

With a tender offer price of PLN 40 per share, BSH offers a 30% premium over the share price as of 13 November 2012 and a 38% premium over the six-month volume weighted average share price. Based on last twelve months’ financials as of 30 September 2012, BSH offers a multiple of 9.4x EV/EBITDA and 17x P/E.

Zelmer is the leading local small appliances player in Central and Eastern Europe and the leader in Poland with a market share of approximately 22%. The company has 1,442 employees and manufactures small domestic appliances, mainly vacuum cleaners and kitchen electrics. In the twelve months to 30 September 2012 Zelmer recorded sales of c. PLN 700 million (approximately €170 million) and an EBITDA of PLN 74 million (equivalent to €18 million), corresponding to a margin of 10.6%. The company is listed on the Warsaw Stock Exchange.

PEF V has been Zelmer’s financial investor since 2005. The fund invested a total of €28.7 million in the company during its IPO organized by the Polish State Treasury and in a subsequent tender offer. Zelmer has been expanding very dynamically since then. The company has concentrated on core business and changed its entire philosophy from that of a production-centered enterprise to a market-focused one. The brand has visibly expanded both locally and abroad: Zelmer has developed into the outright leader in Poland and has become the third household appliances brand in Central and Eastern Europe. This has been achieved by widening the product offer and optimizing production (which was moved to a modern factory in 2011). Seasoned managers with international experience have been recruited and an effective organizational structure created. The company has more than doubled both its revenues and net profit during the time of our cooperation, with export sales being the key factor driving growth (primarily in Russia and Ukraine).

“From Enterprise Investors’ perspective, the investment in Zelmer has turned out to be a model one. We invested in a company with strong prospects, conducted the necessary restructuring programs and supported its growth. Today we are exiting this investment with a highly attractive return,” said Jacek Siwicki, president of Enterprise Investors, who is responsible for the investment in Zelmer.

BSH is the largest manufacturer of home appliances in Europe and one of the leading companies in the sector worldwide. BSH was founded as a joint venture in 1967 by Robert Bosch GmbH (Stuttgart) and Siemens AG (Munich) and posted annual sales of about €9.7 billion in 2011. Today, BSH operates in 49 countries through 42 factories, with a total workforce of over 45,000 people. The product range encompasses large and small domestic appliances.