Good morning, and welcome to this call for investors and analysts. I'm Rajiv Sharma, CEO of Coats, and together with Jackie Callaway, our CFO, we will talk you through our latest exciting acquisition that was announced this morning. However, before I do so, and in light of the increasingly challenging macroeconomic environment, I wanted to take this opportunity to reflect on some key messages from our full year results presentation in March and our trading update in May. Threads makes up between 1% or 2% of the cost of apparel and footwear. It is a critical component in the manufacturing of apparel and footwear. As the world's leading industrial thread manufacturer and positioned at the premium end of the populace market, Coats has demonstrated its ability to price up in inflationary environments.
Our global scale allows us to flex our supply chain and to ensure unrivaled customer service and to also deliver productivity savings. In short, our performance tends to outpace competition in inflationary and volatile environments. In our May trading update, we advised of strong sales growth of 20% for the first four months of this year, and that our pricing and productivity actions were offsetting inflationary pressures. Our pricing actions started during the middle of last year and have continued into the first half of this year. Manufacturing productivity and procurement savings have been in line with expectations. Coats has developed a strong muscle in pricing, productivity, and other self-help programs. We will update you in more details alongside our half year results on the second of August.
Moving on to the purpose of this call, I will shortly talk more details of the acquisition we announced this morning and its strategic rationale. I will then hand over to Jackie to outline the financial aspects of this transaction. There will be time for Q&A at the end of the presentation. As mentioned, I'm delighted to be here with you today to talk about the acquisition of Texon. The enterprise value is $237 million. After normal adjustments, the cash price is $211 million. Texon is a leading global manufacturer of structural components for the footwear industry and joined the existing successful footwear threads business of Coats. Texon has a strong presence in the highly attractive athleisure market, which has experienced better than average growth rates in the recent past.
This is a complementary addition that will accelerate growth, deliver synergies, and deepen our customer relationships. Like Coats, Texon is one of the market leaders in sustainability and innovation, with ambitious targets which include achieving zero waste by 2025. Before outlining the details of the transaction and company itself, I wanted to talk briefly about Coats' existing presence in the footwear market. Footwear is a subsegment of the wider apparel and footwear business, and in 2021 contributed approximately $180 million of profitable sales. YTD to April, this subsegment has grown at 20% for the year. We are the leading thread supplier to the global footwear industry and the partner of choice for the world's largest brands and manufacturers. Our extensive range of premium quality thread products are used across end uses such as sports, performance, athleisure, leather shoes, and protective footwear.
Our customer relationships, global footprint, technical leadership, and sustainability credentials make us well-placed to drive continued profitable growth in our expanded footwear portfolio. Now let me give you some details on Texon and why it's a good fit for Coats. Texon is one of the market leaders offering high-quality structural components to the global footwear and fashion accessories market. Its structural components comprise of toe puffs, heel counters, and insoles, alongside sustainable solutions for fashion accessories. This is an adjacency to our thread business. Texon is a global supplier to leading blue-chip footwear brands and one of the leading structural component specialists, with $132 million of sales in 2021 at good margins. Its footprint of operations in Asia and Europe provides proximity to customers, many of whom are brands that Coats has existing relationships as well as exciting ranges of products.
The market-leading credentials on sustainability and innovation make Texon well-positioned to build on the Coats playbook of winning with the winners and winning where it matters. There is a compelling strategic rationale for the deal. Texon has one of the leading positions in the structural footwear components market as a trusted supplier to blue-chip customers, and this acquisition offers an attractive platform in which is a very fragmented market. The footwear components market is highly attractive and dynamic, with significant barriers to entry and a strong customer relationship focus. Texon is one of the leaders in innovation and sustainability, which is well aligned not only to Coats' own strategy, but also to that of the premium footwear brands. The company has ambitious sustainability targets with a zero waste ambition by 2025. Texon has extensive material knowledge that allows it to innovate with sustainable materials such as vegan leathers.
It has also recently entered into footwear uppers with its ProWeave offering. By acquiring this business, Coats can further accelerate growth by leveraging our global network of customer relationships and industry experiences. In addition, we expect to generate synergies of approximately $5 million through back office consolidation, procurement savings, manufacturing productivity, and logistics efficiencies. Finally, the deal is financially attractive and Jackie will talk through it shortly. As mentioned earlier, this transaction further builds on Coats' own strategic pillars of innovation and sustainability. The core offering of Texon, representing 80% of sales, focuses on structural components like toe puffs, heel counters, and insoles, with end users that include casual, athletic, outdoor, work, and safety applications. An essential element when manufacturing a toe puff is the polymer blend, which dictates and drives the desired performance level.
In addition, consideration needs to be given to the processing conditions and the type of materials it is being bonded to. Texon also produces a variety of heel counters that optimizes strength, resilience, water resistance, comfort and flexibility. They also manufacture insoles that are made from a range of cellulosic and nonwoven materials that are suitable for various shoe construction processes. These come with varying levels of breathability, flexibility, water resistance, and anti-nail penetration features. The remaining 20% of sales are innovative complementary offerings, including plant-based alternative linings and technical materials used in outdoor apparel, bags, labels and accessories. Footwear uppers is an exciting future growth area that includes ProWeave products that combines knitted and woven materials.
ProWeave involves a four-way stretch that allows for multidirectional zonal stretch that switches from the traditional plain weave to one which is continuous and seamless, and with the ability to blend diverse yarn thicknesses and weights, fabric references, and colors together. There is also the option to customize with high performance aramids, polyesters, monofilament, recycled PET, natural and bio materials. Now let me move to sustainability. This is now an industry imperative and something that Coats has been championing for many years. Texon is one of the industry leaders in sustainability with a holistic approach that complements its customers' growing focus. Recent innovations include Texon Reform, Texon Vogue, and Verde, derived from a broad range of sustainable and high-performing materials that is driving mass adoption of sustainable products in the footwear industry.
Reform was the first closed-loop counter with 100% recyclability, and now Reform 2.0 contains up to 66% sustainably sourced content while maintaining the same physical traits. Vogue combines style, sustainability, and modern-day practicality and is a versatile alternative to leather. Verde is a new bio-based, biodegradable fashion material that can be used in a wide range of fashion and homeware accessories. Made from sustainably sourced wood pulp, plant-based binders and natural pigments, it is the circular solution for environmentally conscious designers that is lightweight, tear-resistant and easy to handle. Texon has business goals to reduce its carbon footprint by using more non-oil-based raw materials, zero waste to landfill and closed-loop water usage. Many of these are closely aligned with our own sustainability commitments. In summary, Texon represents an important and exciting step forward for Coats in a fast-growing premium footwear market.
With that, I hand over to Jackie to summarize the financial transactions of the deal.
Thank you, Rajiv, and good morning to everybody on the call. In terms of the key transaction terms, the headline acquisition price of the deal is $237 million, and we will pay out around $211 million as a result of inheriting certain standard debt items as part of the transaction. This will be funded entirely from a new acquisition term loan facility, which is in place for a period of two years at competitive market rates. In 2021, Texon delivered sales of $132 million, a gross margin of 36% and an EBIT margin of 13%. Based on the 2021 EBITDA of $21 million, this makes a multiple for the deal around 11x.
While this is slightly higher than our own multiple, we firmly believe in the compelling strategic and financial rationale for the deal, being supportive of this being a highly attractive acquisition for the group, and we expect high single-digit growth from this business. As a result of our existing strong balance sheet, where our leverage was 0.7 x at the 31st of December 2021, the pro forma leverage following this transaction still remains comfortably within our stated target range of between one and two times. The enlarged group will continue to be highly cash generative, meaning that we expect to begin immediately delivering in the first year of ownership and beyond. As Rajiv outlined earlier, this is a highly attractive and complementary business which will add to the top line growth of the wider group.
We expect Texon to be earnings accretive from year one, with attractive synergies in the areas of commercial procurement, marketing, distribution and production, which we expect to hit a run rate of $5 million by the end of 2023. Lastly from me, structurally, we will report the Texon business within our existing A&F business, and we expect the deal to close in July following some customary closing procedures. That concludes the presentation. I'll now hand back to the operator, who will instruct you on how the Q&A will proceed.
Thank you. The live Q&A session will start after the break. As a reminder, if you'd like to register a question, please press star followed by one on your telephone keypad. If you change your mind, please press star followed by two, and please ensure you're unmuted when speaking. Thank you for your patience. As a reminder, that's star followed by one to register a question. Our first question comes from Charles Hall of Peel Hunt. Charles, please go ahead.
Morning, everyone. Well done on a very interesting deal. Couple of questions.
Thank you, Charles. Good morning to you.
Morning, Rajiv. Firstly, can you just comment a bit about Texon's competitive position in things, areas such as, you know, what's the share of wallet of key customers? Does it have pricing power? Also on sustainable products, obviously that's been a key area for you. How does Texon stack up in terms of their competitive position in their end market?
Okay, Charles. Thank you. Thank you very much for the question. Yeah. If you look at the total addressable market, it's about 6 billion pairs of shoes, an average price of $0.10 per pair, so you're looking at about $600 million for the structural component part, which accounts for 50% of Texon's revenue. That broadly the overall market construct, that $600 million is growing at about 8%-9% per year, so it's structurally growing, and that's, you know, that's a really good part of it. The market is constructed of four, no, five reasonably big sized players, that account for about 45% of that $600 million of sales. The balance, 55% is highly fragmented, hundreds of small players across the world.
That's roughly the market construct. In this, you know, heels, toe puffs, you know, the structural components part, I think the top five are reasonably well balanced, even though I would say Texon is slightly ahead, but it's only slightly. Pricing power, they have been getting pricing power from the sustainable products in the recent past. Again, it is a highly competitive market there. One of the advantages of combining with a company like Coats is that we can bring our innovation to bear. Along with our innovation and sustainability credentials, that should drive some pricing power as far as the structural components is concerned.
There's also another product category of Texon, which is the insoles, that accounts for about 40-odd percent of the total sales. There also, as far as the insoles is concerned, the addressable market is about $600 million. Texon have about 8%-9% of the market share there. They do have some pricing power on the insole part of the market, but you know. Overall, I would say they are leading the pack as far as revenues are concerned. Combined between structural components and insoles, they are the market leaders. They are positioned for continued growth going forward. In terms of share of wallet, they pretty much touch all the major premium U.S., European, and Chinese sporting good and athleisure brands.
Their share of wallet can range anywhere between, you know, 10% to sort of, you know, 70%.
Perfect. The synergies of $5 million, that sounds as though that's all cost synergies. What do you expect in terms of any revenue synergies?
Yes, you're right. We are factoring in the cost synergies. I think that's more in our control. As Jackie mentioned, it's gonna be back office consolidation. It's gonna be procurement synergies, manufacturing efficiencies. I think that's really where we're focused on at this point as far as the $5 million is concerned. We will be able to talk a little bit more about sales synergies, probably in our August second half-year results presentation. The expectation is, Charles, that we should be able to take the growth rates by between 1 or 3 percentage points higher than the normal growth rates in the recent past. Yes, we should be able to deliver increased sales, but that's to be seen.
Got it. That's very helpful. Thanks, Rajiv.
Thank you, Charles.
Our next question comes from Maggie Schooley of Stifel. Maggie, please go ahead.
Morning. Thank you for taking my question. I had two, if I may. The first, can you give us a bit of a further understanding of ProWeave, given that the upper materials market is a relatively new entry for Texon, and what can be done with that? Is this a design benefit? Is it a structural benefit? How that is attractive. Then secondly, on the consumer application, things like vegan leather. It is a small percentage of sales, but what you think the overall trajectory on that and where you could bring that product. Those are the first two on Texon. Then more broadly, I appreciate your opening comments on the market and what you've said at the half, the trading update.
When we think about Coats going forward and the experience ex-COVID that you've had, can you remind us how the business performed in more challenging times in terms of client order patterns and volume? More importantly on that note, given the shortening of response times for the entire supply chain over the past few years and the investments you've made in your flexibility, if we do go into more challenging times as we move forward, is there anything fundamentally different about your model and the addition of Texon we should be thinking about versus historical performance? Just anything we should be considering there in this forthcoming climate. That's it.
Okay. Thank you. Thank you, Maggie. You know, Maggie, I'll take your questions in the order that you asked them. ProWeave actually is a very exciting opportunity. It's something that Coats has been doing for the last few years. We have a small presence in the Chinese sporting goods market where we have our own yarns that we actually sell for the sneaker uppers. We have some kind of experience in this area. The advantage of ProWeave is twofold. One is actually the materials and the other is the weaving and the design part of it.
In a singular design, you can get the structural strength that you need, and you can also reduce the manufacturing time of the entire sneaker. This is potentially a very exciting opportunity. We'll have to. They have been doing some trials with customers over the past few months. Our plan is to actually accelerate that and see if we can commercialize that going forward. The secret sauce lies in the design and the materials that are being used in ProWeave.
Mm-hmm.
The second question around vegan leather. The vegan leather typically is used for the bags. It's in the luxury and primarily the European consumer area. This is something that has recently been, you know, tested. It's in pilot stages. This will definitely be going to the more sustainably conscious European luxury consumers of bags going forward. This does have a role to play in the bag market.
Mm-hmm.
Your third question around how Texon reacted during, let's say, you know, 2020 in the midst of COVID. Their sort of performance mirrored that of Coats. Our sales were down 19% in 2020, bounced back with a 29% growth rate in 2021. They've had a similar sort of trajectory. They do mirror the overall apparel and footwear market, you know, market dynamics. They've had a stronger than V-shaped recovery last year, and the expectation is that the normal growth rate would continue over the next few years. Now, if you look at the footwear market, Texon is largely exposed to the growing sporting goods and athleisure categories, which have been pretty, you know, sort of buoyant and resilient even in the midst of COVID.
I think it depends on which, you know, category one is playing in. From our perspective, they're playing in the high growth, reasonably high margin, segment of the footwear market where there is a premium, given to, you know, innovative and sustainable solutions.
Mm-hmm. Very helpful. Thank you very much.
Thank you, Maggie.
As a reminder, for any further questions for those of you dialed in, that's star followed by one on your telephone keypad. Our next question comes from David Farrell of Jefferies. David, the line is yours.
Hi. Morning. I've got heaps of questions, but I'll limit myself to only a few. Firstly, just kind of thinking about their manufacturing footprint. Could you kind of give us an indication as to where they are in terms of utilization? Whether or not you kinda see any need for incremental CapEx in their facilities? My second question, I was curious as to kind of what is happening to their senior leadership team. Are they being kept on? I guess kind of a more strategic question. Obviously this is opening up a new market for you. How do we think about the M&A opportunities now looking forward, you know, your desire to do more in this space relative to perhaps performance materials? Has that changed at all? Thanks.
Okay. Morning, David. Thank you for those questions here. With respect to manufacturing, they have five manufacturing sites, China, Vietnam, Italy, Germany and U.K. We don't see any need for incremental CapEx to expand the capacity they have. They have decent amount of, you know, capacity still left. I think the next few years of growth can be sustained with the existing capacity. Utilizations are roughly between 65%-70% today. Your second question around the senior leadership team. The plan is to bring the entire you know, senior leadership team into Coats. This is gonna be run as a standalone business within the apparel and footwear division. We will, you know, our plan is to make sure that the existing team comes on board, and they've all agreed.
The good news is that it's gonna be the existing team. The reason why we are buying this company is all for growth. It's not about cost cutting, it's not about, you know, slash and burn. It's all about growth, and it's all about growth fueled through innovation and sustainability. These guys are pretty good in both these areas. They have created a niche for themselves and a name for themselves in both these areas. The plan is to take the existing team, the existing manufacturing site, accelerate growth, and focus on efficiencies as far as the back office and fulfillment second team. Your third question around M&A. We have very clearly articulated our, you know, M&A strategy for the last five, six years. It has not changed.
We continue to look at performance material segments. Within performance materials, largely, we're looking at composites. We have been saying that within apparel and footwear, you know, we would be open to either looking at, you know, adjacencies, the software solutions business that we have, or if there are any tactical consolidation plays within the thread part of the business. We remain consistent with what we've been saying for the last five years. This is an, you know, adjacency to our footwear business. If in the future there are any opportunities for a consolidation play in this fragmented space, absolutely we'll look at it. We continue to maintain equal focus on all these, you know, various priority areas that we have.
As you know, David, it's very hard to predict which deal opens up and which deal lands. We are in active discussions with, you know, with multiple parties in different parts of our business. We have an active, you know, M&A pipeline. As and when, you know, things start to crystallize, we will, you know, we'll be, you know, gonna making the announcement. But for now, you know, nothing has changed in what we've been saying for the last five years.
Okay. That's very clear. Thanks very much, and congratulations on completing the deal.
Thank you, David.
We have no further questions on the phone lines. With that, this concludes today's call. Oh, we've just received a follow-up question from Charles Hall of Peel Hunt. Charles, please go ahead.
Rajiv, can you just comment about the process in terms of how competitive it was, how you got to the price you paid, and what your thoughts are on the pricing of this asset?
Yeah. This, you know, this was a competitive auction process. This is a business that's headquartered in Hong Kong. There were quite a few Asian PE companies looking at this asset. It was a competitive, you know, bidding process. It's sort of the typical, you know, the round one where you have an expression of interest, then you go to round two. Eventually within round two, you start to narrow down to one or two parties, and we happen to get into an exclusive, sort of, you know, discussion with them towards the end. That's when we closed the deal. It was highly competitive. The multiples in Asia are usually in the double digits compared to Europe.
From our standpoint, what we're looking at is that this is a market leader. They are exactly in the segments that you know that we are interested in. There is cultural compatibility. The values are similar. They're really strong in you know innovation and sustainability. Our assurance is that post synergies this will get back to between you know 7x-8x EBITDA multiple.
Perfect. That's very clear. Thanks very much, Rajiv.
Thank you, Charles.
With that, we have no further questions on the phone lines. This concludes today's call. Thank you for joining. You may now disconnect your lines.