The Canada-based firm said it signed a letter of intent (LOI) to purchase a 75.1% stake in Binder for €2m. EnWave said it would fund the acquisition by selling up to three million common shares.
The German outfit design and develops custom driers and complete dehydration turn-key plants from its headquarters in Marzling. Established in 1950, Binder supplies both the food and chemical industries with vacuum microwave drying systems.
The drying systems experts have been working in partnership since 2009 and EnWave said it had decided to buy the company as the pair had “developed joint commercial projects and a strong marketing and technical partnership with common interests in the global dehydration industry”.
Vancouver-based EnWave hailed the significance of Binder selling its continuous tray-based system to Milne Fruits this year as a trigger for the deal.
The equipment, which dries blueberries, blackberries and raspberries for snack, baking, cereal and powder products, showcased Binder’s skills, said the company.
Binder said its machine plant know-how would complement EnWave’s technology expertise.
“EnWave has built an impressive patent position in the global vacuum microwave industry, using their innovations to establish collaborations with some of the world’s largest food and pharmaceutical companies,” said Johann Binder, managing director of binder. “We look forward to helping EnWave transition these partnerships into customized turn-key plant deliveries in a growing field of applications.”
The pre-investment value of Binder was estimated at €663,000, after taking into account outstanding shareholder loans of almost €1m. Under the terms of the agreement, a portion of the investment will be used to pay back up to €300,000 while the remaining cash balance will be ploughed back into its new asset, said EnWave.
“This strengthened financial position will increase Binder’s capacity to fulfill commercial vacuum microwave machine orders,” said the company.
In 2011, Binder posted unaudited revenues of around €7m and net profits of €134,000.
EnWave forecast that demand for vacuum microwave technology in 2013 and beyond would accelerate growth for the partners.
The Canadian firm has entered into a number of research and collaboration pacts with a host of leading global brand owners – including Nestle, Kellogg, Bonduelle and Grupo Bimbo., as well as one licensing agreement with a major food manufacturer.
It forecast the Binder acquisition could drive new deals.
“Binder’s proven innovative nature, quality engineering and more than 60 years of machine building expertise in the drying industry should help increase the confidence for EnWave's growing list of multi-national partners to order REV technology in the future”, said John McNicol, president and co-CEO of EnWave.