Dear ladies and gentlemen, welcome to today's extraordinary conference call for media and investors. This morning at 6:30, we announced that Rieter is acquiring Barmag from OC Oerlikon. With this strategic move, Rieter is accelerating its growth strategy to become a market leader in natural and man-made fibers. OC Oerlikon already announced on February 20, 2024, their strategic intent to become a pure-play leader in the surface solution markets and to separate its polymer processing solution division, today called Barmag. Since then, we have studied this target and evaluated its enterprise value. Yesterday, we signed an agreement to acquire Barmag from OC Oerlikon. Today, Oliver and I will present the key transaction highlights, an overview of Barmag, the strategic rationale behind the transaction, and finally provide you with some concluding thoughts and next steps. Let's first start with the key transaction highlights.
In our strategy, which was presented last autumn, we explored some long-term strategic questions. How can we come back to a growth trajectory with a focus on man-made fibers and after-sales activities? How can we further diversify our end markets so we are less exposed to pure apparel? How can we strengthen our financial performance over the long term by achieving a major boost in top line and bottom line? How can we become more attractive for investors, employees, and customers? That is how we came to this transaction. It ticks all boxes and will allow us to make a huge strategic move. Our team has done a fantastic job in the last couple of months analyzing Barmag, evaluating their strengths and weaknesses. As you may expect, we have performed a very thorough due diligence process.
Thus, we are convinced that the combination of these two strong companies will provide major added value for all stakeholders: our shareholders, our employees, and our customers. With this combination, we will become the undisputed leader in the textile machinery industry, having two strong legs in natural and man-made fibers. The acquisition allows Rieter to get access to the attractive and growing market for man-made fibers. As fiber consumption is expected to rise, most of the growth is expected to come from man-made fibers. The output expansion of natural fibers, such as cotton or linen, is limited due to natural boundaries. Barmag, as a market and technology leader, has a company culture which perfectly fits into the Rieter culture. They have a strong leadership team which shares the same values as we do. Of course, both markets are cyclical, but there is a difference in timing and magnitude.
Rieter will be protected more effectively from market swings in the future. We will enter complementary technologies, solutions, and end markets. Last but not least, this transaction allows Rieter to bring about a major step change in scale and profitability. On slide number five, I will elaborate on the key terms of the transaction. First, here is an overview of the transaction. Rieter has signed a definitive agreement to acquire Barmag from OC Oerlikon. This is a highly strategic transaction that will accelerate Rieter's ability to achieve its strategic goals and enable its entry into the higher growth market of man-made fibers. TCS Holding remains the largest shareholder and fully supports this transaction and the related capital increase. Second, financing. The financing has been secured through bridge loan facilities with UBS.
The takeout will occur via a CHF 477 million capital increase through a rights issue and a private placement, as well as syndicated debt facilities. The transaction is fully backed by Peter Spuhler, our largest shareholder. After the capital increase, TCS Holding AG is expected to retain a shareholding of about 33%. The second largest shareholder, Martin Heffner, also supports the transaction. The post-transaction leverage after completion of the equity capital increase amounts temporarily to around three times EBITDA, with a rapid deleveraging foreseen over the coming three years. Importantly, it is to say, more than 50% of the equity capital increase is guaranteed by our existing and shareholders around Peter Spuhler and also Martin Heffner. The third point, purchase price. The all-cash equity purchase price amounts to CHF 713 million.
The earn-out component of up to CHF 100 million is conditional to an overachievement of the financial business plan by 2028 at the latest. The enterprise value is CHF 850 million, which represents, through the cycle, enterprise value EBITDA of 6.3, excluding synergies and earn-out. It amounts to 5.4 when run rate synergies are included. The fourth topic, necessary approvals and next steps. This acquisition is subject to customary closing conditions, including regulatory approvals. We expect to convene an extraordinary general meeting in the third quarter of 2025 to obtain shareholder approval for the capital increase in connection with the rights issue and the private placement. The closing of the transaction is targeted in quarter four, 2025. Now, I will give you an overview of Barmag. Let me provide you a brief introduction on slide number seven.
Barmag is a major global player in the man-made fiber market. The company provides filament spinning systems for the manufacturing of man-made fibers, as well as texturing machines, bulk continuous filament systems, staple fiber spinning, and nonwoven solutions. Barmag, Neumag, and their nonwoven business enjoy an excellent reputation and hold strong positions in China, in India, in Turkey, and the United States. They also offer engineering services and solutions across the entire textile value chain. In 2024, Barmag achieved sales of CHF 734 million with an EBITDA margin of 11%. There are 2,600 employees, mainly working in Germany, in Remscheid and Neumünster, as well as in China in Suzhou and Wuxi, where the largest market is. Now to the product offering on slide number eight. Barmag has three business units and brands. In the filament area, Barmag itself, offering spinning systems and texturing machines.
Neumag, offering systems for carpet yarn and synthetic staple fiber plants. In the non-filament area, nonwovens, with standalone machines and turnkey production lines for nonwoven products. The filament part accounts for around three quarters of sales, whereas the non-filament part accounts for around one fourth of sales. Let me return to the points I mentioned at the beginning. With this acquisition, we will create a global leader in textile machinery. Both Rieter and Barmag are system suppliers, offering their customers the whole value chain in fiber production, both for natural and man-made fibers. That will put us in the right position to address the increasing demand for integrated solutions in textile applications, regardless of the input material or the technology used. This combination will also allow us to move forward in our ambition to further digitize and automate the whole yarn manufacturing process.
In its traditional short-staple fiber business, Rieter can grow in certain markets, like China, in certain product segments like rotor and air-jet end spinning, and in the after-sales and component division. The long-term underlying market growth is still limited. The acquisition of Barmag, however, is game-changing. It unlocks completely new growth opportunities in the field of man-made fibers. We expect the man-made fiber market to grow at twice the rate of natural fibers. We will avoid cannibalization of sales, as the two companies are active in complementary end markets. With a diversified customer base, we are putting our growth ambitions on a more solid basis and on a much more diversified application range, addressing various industrial applications outside of apparel. As natural fibers face growth limitations, the short-staple market will grow more with so-called blended yarns. This means the combination of cotton fibers with man-made fibers.
This acquisition will allow Rieter to gain more filament expertise in this area. In addition, we will benefit from each other in production processes and sourcing, as well as through an improved supply chain footprint. Finally, the combined company will bring about a major step change in scale and margin. The new Rieter is expected to generate structurally higher through the cycle profitability. The next slide demonstrates the strategic rationale. Both companies are leading players in their respective textile machinery and system markets: Rieter in short-staple fibers, Barmag in the area of man-made fibers. On the right side, you see the forecasted growth of the natural and man-made fiber market as input material into the whole yarn process. It is clear that the majority of growth will come from the man-made fiber market.
Now, let's have a look at the global textile landscape and the value chain on slide number 11. Those listeners familiar with our latest capital market communication might recognize the upper part of the slide in blue. In addition, we add below the entire world of man-made fibers. It all starts with the raw material which is used in the whole textile industry. This amounts to about 113 million tons of raw material per year. This is split into 54 million tons of staple fibers and about 59 million tons of filament. When we deep dive into the figures for staple fibers, we see that roughly one third, or a little bit more than one third, comes from cotton, and one third comes from polyester. These are filaments which are cut afterwards into fibers and then spun into yarn with our machines.
The rest is made up of viscose and other products. You see that Rieter currently uses some man-made fibers produced on Barmag equipment on our spinning systems, while a big part of filament is then used in various industries downstream. On the one hand, the businesses are partly connected in the type of applications, while on the other hand, they are entirely complementary when it comes to customer base and all applications outside of apparel. The diversification of end market applications is an important benefit of this transaction. While cotton-based yarns' biggest benefit is the touch and feel of the fabric in an apparel application, the products based on man-made fibers are often unparalleled in terms of functional characteristics such as strength, weight, durability, and cost. Now we move to slide number 12.
The combined company has a complementary offering across products and services in the short-staple spinning market, as well as in the man-made fiber market. Both companies are system suppliers. We will be able to further advance in our ambition to digitize and automate the complete manufacturing process in both areas. We do see some growth opportunities in the after-sales and component business in Barmag. We will create even more expertise in the innovation area, as we will have shared experience in digitization, in automation, and manufacturing processes. The slogan for Barmag describes their product offering: "From melt to yarn." It all starts with continuous polycondensation. The efficient and high-end continuous polycondensation plants of the subsidiary company, Oerlikon Barmag Huitong Engineering, produce a homogeneous melt using a chemical reaction which transfers different monomers into polymers.
Afterwards, different steps and machines—spinning, creeling, drying, texturing—are used to create different types of yarns, like pre-oriented yarn or POY solutions. These are the starting material for a wide range of fashion, sports, functional, and home textiles, or so-called draw-textured yarn or DTY solutions. They create attractive and unique products for apparel, home textiles, and automotive solutions. FDY, so-called full-drawn yarns, are used to manufacture textile fabrics without the need of further finishing. Last but not least, IDY, industrial yarn, which are considered to be the ultimate discipline in filament manufacturing. The business is supported by strong service organizations in its key markets, ensuring a smooth operation of the production systems supported by digital and automation solutions. This slide also shows you some first ideas of a potential integration of the business.
We plan to do a soft integration post-closing, which means we want to operate the man-made fibers business as a standalone operation and make best use of shared practices and resources over time where it makes sense. Let's move to slide number 13. On the left side, you see the geographical split of sales in 2024. In fact, it does not look so different. However, going into the details, we see that it will strengthen our footprint in Asia-Pacific. We are benefiting from a strong presence of Rieter in some other key markets, which can become a future opportunity for Barmag.
This includes India and Turkey. On the right side, you can see that we will be able to expand our end market exposure and therefore become more resilient against market challenges. Rieter is mainly active, as I said before, in the end markets, apparel, and functional wear. Barmag covers the same end market of apparel and functional wear and much more, such as flooring and infrastructure, packaging, and medical and filters markets. All these should grow overproportionally in the future. Now, I hand over to our CFO, Oliver Streuli.
Thank you, Thomas, and good morning, ladies and gentlemen. Slide number 14 confirms our strategic rationale from a financial point of view. First, the combined company will have a substantial increase in top line, already in the current low market scenario, and will be well above CHF 2 billion in sales volume in a mid and high market scenario. Second, we will improve our operating profitability on all performance levels. Third, the acquired business is less capital-intense than Rieter, driven by a lower net working capital and lower CapEx requirements, which supports the before-mentioned de-leveraging plans of the combined entity.
In conclusion, we acquire a strategic asset, which is a game-changer for us. The target is, from a profit and cash perspective, accretive, while we pay a lower transaction multiple versus our own historic valuation. As you can see on slide 16, this transformational acquisition is the once-in-a-lifetime opportunity for Rieter. It enables us to grow and create a unique market leader position overall. We have a solid financing structure in place to conclude this transaction, and the business plan foresees a swift de-leveraging of our balance sheet. With the strong support of our two largest shareholders, the transaction has the full buy-in from the most important equity stakeholders. We plan an extraordinary general meeting to obtain shareholder approvals for the capital increase in Q3 2025, based on pro forma financials as of June 30, 2025. Closing of the transaction is subject to regulatory approvals planned for Q4 2025. With this, we would like to close our presentation, and we are now available for your questions.
We will now begin the question-and-answer session. Anyone who wishes to ask a question may press star and one on their telephone. You will hear a tone to confirm that you have entered the queue. If you wish to remove yourself from the question queue, you may press star and two. Questioners on the phone are requested to disable the loudspeaker mode and eventually turn off the volume from the webcast while asking a question. Webcast viewers may submit their questions in writing by the relative field. Anyone who has a question may press Star and 1 at this time. The first question comes from the line of Dominik Feldgers from NZZ. Please go ahead.
Yes, hello. Can you hear me?
Yes, very well.
Thank you. Two questions. Has this been a competitive, I mean, process in that you had to outcompete other bidders? First question. Second question, how about now synergies, cost synergies? I mean, do you understand that Barmag has done some cost cuttings recently, so jobs were shared? Do you expect now a further restructuring as you go together?
Thank you for the questions. Maybe I start with the first one, and maybe Oliver can answer the second one. Competitive process, we are not commenting on the seller-side process. What I can say is that we were in contact right from the beginning after the announcement more than one year ago by OC Oerlikon that they presented that they want to become a pure player in their remaining division, and they had indicated a timeframe from 12-36 months. Since then, we have been in contact with them.
We also have done a very thorough due diligence process over months, hundreds or even thousands of documents, and the team has done a fantastic job. I can also confirm that in such a due diligence process, the collaboration also together with OC Oerlikon and Barmag was really based on trust and mutual agreement that this strategic rationale to combine Rieter and Barmag is the best for all players. Whether there have been other interested parties, I cannot comment, but I can say that it was a long-lasting work together with OC Oerlikon, which really was fruitful and also very insightful. Maybe on the synergies, Oliver, we also can give some minimum expectation.
Sure, I'm happy to take that question. As Thomas explained before, it's important to understand that we plan a soft integration. The business that we are taking over is performing well from an operational point of view, so we will let it run basically as an independent division. That is the current plan. That also means we have taken a cautious approach when it comes to synergies, and we believe the CHF 20 million run-rate synergy assumption is a cautious approach to that. Just as an example, the combined entity will have a procurement volume of well over CHF 1 billion in a normal market environment, and against this backdrop, the CHF 20 million, they seem rather conservative. We will realize those synergies over time where we see fit. Biggest areas obviously are procurement, but also some other operational synergies which we plan to unlock over time. Last but not least, obviously in the overhead space, you always have certain potentials to work more effectively. Also important to stress out that there is no restructuring plan that this point in time and it's more of a premature to try from that given we have all this transaction documents. And lastly we believe that the valuation which we are able to achieve does not warrant that we leave significantly even without synegies.
Can I ask one more question? What does this mean with tariffs, with these high tariffs which have been decided on both by the U.S. and China against each other? Will you have to maybe open a plant in the U.S., quite frankly, asking?
Maybe Oliver about the regulatory approvals, the timeline we see in front of us.
Yeah, sure. Of course, that's always the big question, how long it will take. We assume that we should get approvals within five to, I would say in a worst case, probably six-seven months. As it looks at the moment, we would need to file in several jurisdictions, especially also in Asia. At this point in time, we do not expect structural remedies, so any part of the business that we need to dispose, given the businesses are largely complementary, which is also reflected in an entire complementary customer base. We basically kickstarted that process already, and we will conclude it as swiftly as possible.
Maybe I will answer regarding the U.S. tariffs. Like for Rieter, also for Barmag, it's the following case. There are no local U.S. competitors. We also have to say that the U.S. is in the area of Barmag. It's not only supplied by China, but also by many other countries. Last but not least, usually what happens is the following. You have this filament, and the filament is not exported directly to the U.S. What you then do is, out of this filament, you are going along the value chain, and you try, for example, to do a pparels, you do industrial applications. This is very often done in another country. Then you do not have a Chinese origin of this end product.
The tariff would apply whatever it is for that respective country. The direct impact is quite limited. Barmag, like Rieter, has an after-sales organization in the U.S., supporting their customers. There are some customers also in Middle America, just in the south of the U.S., which is, let's say, a nearshoring location. Of course, there are indirect impacts, but that has nothing to do with Barmag or Rieter. I think that's in general that we do have some, let's say, question marks in the consumer confidence all over the place. I think that's a temporary impact which will disappear. Next questions.
The next question comes from Alessandro Foletti from Octavian. Please go ahead.
Yes, good morning, everybody. Thank you for taking my questions. First of all, congratulations for this transaction. Maybe can you share your views about where we stand on the cycle, maybe on both sides now of the business, man-made and natural?
Yeah, happy to do so. First of all, thank you for the congratulations. We are all really thrilled about that strategic move, which we believe is a huge step change for us here at Rieter. The cycle, I have mentioned that, and I have seen it also when we did our due diligence at Barmag. It was also visible there that until end of March, we clearly saw that there was much, much more activity in the market. There were much more projects in the market. We saw that for us, mill utilization was definitely increased, especially in India. It went above 90%. We also saw that in the rest of the world and in China, mill utilization was going up.
We saw that wear-and-tear part sales were improving. Then came a certain day on the other side of the Atlantic Ocean, and it became a little bit more turbulent. At the moment, we see that there is some hesitation in investment. I think that's okay. It's not that things have been canceled. This we don't see at all. We just see that there is a little bit of uncertainty at the moment. I think over the next two months, this will disappear because I believe everybody is willing and interested to have a well-running economy. This track record we saw on both sides, we see it at Rieter, but we also saw it on the documents we were able to look in on the Barmag side.
Okay, thank you for that. With Rieter, you have this low and high scenario. I do not know if it is too early to ask that question for the combined business, but I have the impression you mentioned that if I sum up the current levels of Rieter and Barmag, we would be close to the low end of the scenario. I just wonder where it can go if we go towards the high end of the scenario.
When you look at some historical figures, which of course we have to adjust slightly because 2021 and 2022 have been extraordinary for both sides, I think we are at the moment on both in a low scenario. I would say in Rieter, we even are in a lower than low scenario, and this is combined something like CHF 1.6 billion.
When you look on the figures of 2024, roughly CHF 1.6 billion is probably the bottom sales volume you could expect. The upper part can go to CHF 2.5 billion. Definitely this is possible, and this even includes some caution when you remember that we said that our high scenario could be CHF 1.6 billion, and you could say even in a high scenario at Barmag, it could go well beyond CHF 1 billion, then you are landing somewhere between CHF 2.5 billion-CHF 3 billion in a super peak year. That is probably then the new low, mid, high scenarios we will present in the future.
May I just ask a quick follow-up here? The fact that we now are, as you mentioned, around low end of the scenario, is this valid also for the former Schweiter and the former Sauer winding business, also those are kind of the lowest part of their own cycle?
Yeah, we can say that's a general. I think the whole textile industry at the moment goes through that cycle. Of course, different machineries sometimes have a little bit different cycle, and definitely we see that the cycle in the man-made fiber has less swings. Normally, when you look, the whole historical figures have less swings than maybe the short-staple area. I believe the key reason is because there is a wider range of end markets for the products. That was one of our, let's say, also strategic considerations that we say there will be less swings in the man-made fiber area because of a more diversified end market structure.
Okay. Can I ask you one more on SSM maybe? I wonder if there is some synergy there between Barmag and SSM.
I would not like to comment now too much on SSM, which is one of seven subsidiaries we have in the Rieter group. What is true is that SSM is also in the texturing area especially and winders, but they are in a different market segment than Barmag. They are more in niches, very specialized for certain niches, and there is no overlap with Barmag.
Okay. Okay, good. Thank you.
Thank you. Next question?
The next question comes from Leonie Zirn from UBS. Please go ahead.
Yes. Hi, good morning. Thank you very much for the presentation. My first question would be on the interest rate for the bridge loan that you mentioned. What is a good estimate here? I've seen your last bond yield was around 3.5%. Is that something you would, yeah, confirm as realistic or plausible as well for the bridge loan?
It is premature to comment on the details of our financing scheme, but it's important to understand that at this point in time, we only pay for a commitment fee. The financing costs do not run yet until closing. We will comment in much more detail on the financing side in the coming months. I think maybe Oliver, we also should make sure that after this bridge loan, how the split is into equity and debt, because I think that's super important to see the commitment of our major shareholders.
Yeah, let me quickly elaborate on the financing structure of this transaction because it's super important that this comes across very clear. Out of the total consideration that we pay, and on top comes some financing requirements where we need to take over certain liabilities, the majority of the financing, actually close to 60%, is financed by equity. So those close to CHF 480 million capital increase that is fully backed by our major shareholders. The first tranche of CHF 400 million underwritten is also fully backed by our anchor shareholders, which leaves only the free float of this CHF 400 million tranche up to the market. The separate tranche, the so-called private placement, that's not to be misunderstood. That is equity. That is a direct investment of the two shareholders, Martin Heffner and Peter Spuhler, and that is also fully guaranteed.
With regards to the debt side, it was very important for us that we do not want to start this business with more than three times net debt to EBITDA leverage. We believe this is the maximum that we want to tolerate. The business plan foresees quite a rapid deleveraging, which we believe should also add to the comfort of the financing of this transaction.
Thank you very much. Maybe some details on the fees. You mentioned that you are not planning any restructuring. I assume that also means restructuring fees rather towards zero. Also, in terms of transaction fees, can you maybe give some details here?
I think that is a premature assessment. What we said is that we do not foresee at this point in time any specific significant incremental restructuring to make at the target, given our soft integration approach. However, this does not mean that we do not foresee any restructuring costs at all. Again, I think this question is premature to answer at this point.
What we can confirm is that due to the acquisition, we have not planned now any additional restructuring. This is not planned. What happens in two years or three years or four years, honestly, I cannot say to you. What is important is Barmag is a well-running, profitable business. They have a very strong management team. They have managed also in the past through the cycles very well. If they believe they have to take certain actions at one or at the other place, because of them being a standalone business, this might be the case. As we have it also here at Rieter, we had our next level program, which had nothing to do with any acquisition. Due to the acquisition, there is no additional restructuring plan. I think this we can say.
Okay. Thank you very much. On the earnouts, could you maybe give a broad number of what can be expected there?
As we communicated, there is up to CHF 100 million earnout due. This earnout is split into two tranches. Basically, the first tranche is subject to a minimum threshold to be reached in terms of operational performance over the earnout period and will only be paid out in full if they meet the current business plan, foreseen also in our valuation. The second tranche of the earnout is only due if they substantially exceed the current business plan. That is important to understand.
We believe that also aligns the interests of the seller with our interests, and especially the interests of our shareholders, because if we would have to pay the full earnout amount, we would do substantially better than currently planned during the earnout period, which would warrant this additional earnout.
Okay. Thank you very much.
Thank you.
We will now switch to the Rieter questions. The first question comes from Alexandra Bosshard from UBS. You mentioned a rapid deleveraging over three years. What is your targeted credit rating, respectively? What will be the maximum leverage post-deleveraging?
Yeah, as mentioned before, we do not want to go above three times net debt to EBITDA. The business plan supports a rapid deleveraging, obviously. A project business with quite some cyclicality embedded actually warrants for only limited indebtedness. This ambition is unchanged from our previous Rieter ambition. In terms of credit rating, obviously, if you reduce our indebtedness, ultimately the key target is to become investment-grade as fast as possible.
The next question comes from Thomas Oswald, ABP Finanznachrichten. You said you evaluated the takeover carefully. Which are the risks of the transaction?
Thank you for the question. I think the transaction itself, I can assure we have done a very, very in-depth analysis. I think there is no surprise for us from Barmag itself. We know the management team. We know their financial performance, of course, in the past. We also know their business plans. We have analyzed that. We had a special commercial due diligence team. We have analyzed the backlogs. We also analyzed their manufacturing process. There are some, let's say, shifts of certain products from one production site to the other one. We did an in-depth analysis of IT systems, taxes, HR.
We were looking into their financials and the balance sheet. I think the target itself, we really know very well, and we have been fully supported by also OC Oerlikon and Barmag during the whole analysis. On the other side, of course, there is always—and maybe last but not least, we have done a super, super solid financing structure. Also really grateful and thankful to our two major shareholders, Mr. Spuhler, who also has strategically supported us, and Mr. Heffner, but also UBS, who really has done a very good job to us. The risk is neither in the target nor in the financials. The only risk you can have is how is the market developing. That is the only thing you have. Again, I have to say this is a once-in-a-lifetime strategic opportunity for us.
It's very clear, without any doubt, that the growth in the industry will come in the man-made fiber area. Strategically thinking over two, three, four, five, ten years, there is no doubt at all. There's just no doubt. It's the perfect match. We have now added to our existing footprint a super strong second leg. Strategically, no doubt about that. Whether it will be a little bit of disruption and a bumpy road still over the next coming months because of market turbulences not driven by the business itself, but geopolitical moves, let's call it like that, this can be the case. Honestly, it's the same also for Rieter standalone. I mean, we are reading X News ten times a day because things can change very, very quickly. This should not impact you to choose such a strategic move. Strategically, it's the perfect fit for us. Risk is short-term, market. Long-term, I have to say, I do not see a risk.
The next question comes from Andreas Rey. You mentioned that you want to deleverage over the next three years. What is the net leverage target ratio?
It is certainly premature to provide a specific target, but the ambition, I can only repeat myself from previous statements. The ambition is clear. This business should only have limited indebtedness. I said that the target for the financing of this transaction was not to exceed three times net debt to EBITDA. We know that markets are still volatile, and it might be that we surpass that three times a little bit on the way to deleveraging in the short term. However, we clearly want to be, as a minimum requirement, below the three times and then deleverage as fast as possible.
As you might know, this business is enjoying substantial advance payments. If the market were to recover, it might well be that we would even be surprised by the deleveraging due to the inflow of advance payments. I hope that helps for the moment.
The next question comes from Leonie Zirn from UBS. What are your reasons for being cautious on the cost synergies of CHF 20 million, including transaction costs? What would be the cost synergies?
I think I would like to separate transaction costs and synergies. I think transaction costs, it is too early to say. This is now part of the whole financing structure and the prospect and the capital increase and, and, and. What we can say, the CHF 20 million, when you look on the two businesses, they are very complementary on the sales side.
There is no cannibalization effect. There is also not so much of, let's say, cross-brand selling because the customer base is different. You do not have a lot of synergies on the top line. Of course, you have cost synergies. This was the first assumption. We said that it should be a minimum CHF 20 million. I think the CHF 20 million is the first number we have. It is mainly based on the sourcing. I think if you follow what Oliver has said, CHF 1 billion, and then only you do maybe 2% of synergies, I think there is more potential. This is now then work we have to do after the closing. There is not so much in the overhead. Barmag is quite lean in their overhead structure because they run a different business model.
They have very few key accounts, whereas we are more—we are wider in our customer base. There is a different setup. You need fewer salespeople. You need less overhead cost. What we will offer, of course, at the moment, there are still certain services which are given in a so-called transitional service agreement by Oerlikon to Klarfeld, this company. We have also agreed on that with Oerlikon in a very meaningful way. Those costs, of course, will disappear as soon as Rieter takes over the service. This could also add a couple of millions on top because we can use our existing resources and do not have to pay any more out-of-pocket fees to Oerlikon in a couple of months after the closing. This CHF 20 million, for me, is the minimum case.
We will come back with better insight the longer we are then working together. I am expecting some first, maybe indication towards the end of the year. Probably we also have to say, as we do a soft integration, we do not expect really the synergies happening before 2027. Because when we have closing towards the end of 2025, you do not want to put everything upside down in the first 12 months. Very makes sense, of course, we will do. We will do a very cautious approach.
The next question comes from Amira from ODDO. What are growth prospects for Barmag, knowing that the new bookings for this division in Q1 2025 are down 15%? The second question is, what is the level of Barmag's EBIT margin in 2024?
I think I cannot look into the crystal ball. I know that the projects are there. Of course, we also have done an analysis of the sales leads, which is healthy. They have given us a total insight how they expect over the next couple of months or the next 12 months, what could become an order intake. I think this was very insightful and very reasonable. The team did a very good—or gave us a very good impression that they are managing that business in a super professional way. I am quite confident that what has been announced in the year-end press conference by Oerlikon, I do not want to comment on that. We had an insight, and it made sense for us. I do not want to—until there is a closing, you can understand. I cannot comment on the outlook of Barmag.
I think you have to ask that question this afternoon at 1:00 P.M. when Oerlikon has the quarterly results. They are still the owner, and I think that's super important. I think the second question, Oliver, you can give some insight.
Amira, perhaps I can help you on that again. I do not want to comment the performance or the targets of the target specifically, but I think you have the opportunity if you study the official press releases and earnings releases of Oerlikon to get a first understanding on the profitability levels of the transaction perimeter. On top, what I mentioned before, you need to consider that the business is more asset-light than we are. That's all we can say at this point in time.
As a consequence, maybe just to say that their amortization and depreciation numbers are far below ours. If you deduct a certain assumed depreciation figure, then you come from the EBITDA to their EBIT. Just for the other ones who maybe are as stupid as I am.
Okay. The next question comes from Yura Yanos from Berner Kantonalbank. Customer structure and concentration. Barmag has a higher customer concentration than Rieter, top 20 account for majority of the sales. This means that there is also a higher dependency on individuals at the sales side of Barmag. Will you continue to operate with separate sales organizations and sales strategy at Rieter and Barmag, given the different customer structure, or do you intend to expand the customer base of Barmag to achieve a more similar structure to Rieter?
It's a very important question, and I want to just reconfirm how we see, let's say, adding Barmag to the Rieter group. It's a so-called soft integration. We take Barmag one to one and add it as a division. They have a strong sales organization, they have a strong management team, and I definitely will not do the mistake to mix that up. It's a different customer base. It's, from a marketing point of view, a different go-to-market strategy. I don't want to mix that with our own strategy on the Rieter side or on the component side. We will not mix those sales teams. They have an independent sales organization under the lead of Georg Stausberg, who is the leader of the Barmag division. They have a sales manager, Mr. Ernst, and he will run the sales organization. We know all of them, and they are good, and there is no reason why we should change anything there.
Okay. The next question comes from Dennis Petter. Can you elaborate more on the 477 million capital increase? What will be the share of the rights issue? What will be the share of the private placement?
Oliver, that's your turn.
Yes, sure. The total equity increase will amount just shy of CHF 480 million. It consists of two tranches. One is the ordinary rights issue. That is CHF 400 million. In that rights issue, two anchor shareholders, PCS Holding and Martin Heffner, have committed to participate pro rata. The rest is fully underwritten by UBS as part of the ordinary rights issue. The second tranche of just shy of CHF 80 million is a private placement, which will be contributed solely by PCS Holding and Martin Heffner. That together adds up to the roughly CHF 480 million equity capital increase. I hope that's clear now.
I have no more questions from the webcast, but I can see that we have one question still on the telephone line. Maura, can you please open the line again?
The next question from the phone comes from Amira Tuzak from GMS. Please go ahead.
Yes, good morning, gentlemen. Congratulations also from my side to this marriage in heaven, probably. I have a couple of questions. The first one regarding the CHF 77 million. Do they have the same conditions like the ordinary rights issue or regarding the dilution effect of the new shares, or are they underwritten with a different price, so to speak?
Let me take that first question. The private placement will most likely take place on the basis of the TERP price, so post-dilution of the ordinary rights issue. We do not grant any additional rebates or, I would say, advantages to those two shareholders.
Okay. Thank you. Very clear. Second one, given the fact that at the moment, the uncertainties have really risen sharply in the last couple of months, as also your share price is basically evidenced. Both were down by roughly 30% since April. Has the price been adapted, the purchase price been adapted to this new environment, or is it basically just the strategic rationale and the long-term benefits which basically made you confident enough to also pay probably a relatively high price? From my point of view, was there a renegotiation about the price again in the last four to five weeks, or was this fixed in the process?
Let me answer that. Let me answer that. Point number one, it is a strategic investment. This is super important. Of course, you might ask, is that now a good timing or a bad timing?
Depends a little bit on price and maybe on actual market environment. My experience is that for such a deal, there is never a good timing. It's always a difficult timing. We have been in contact since 14 months. We had all necessary information that this move is really a strategic move. Of course, when you come to valuation in a cyclical market, you cannot take the actual EBITDA and then take a multiple. What you do is you do an over-the-cycle valuation. You take the EBITDA over the cycle. This we have done back historically. Of course, we also have checked that with the business plan looking forward. We came to this multiple over the cycle of a little bit more than six.
Of course, the sheer number of CHF 850 million enterprise value, and you look on a company like Rieter, you say, "That's really a lot." When you look on the multiple over the cycle, a little bit more than six, if you consider even the synergies, and we were very cautious there with this CHF 20-plus million, then you are landing at 5.4. I have to say, yes, the number is big, but the price is absolutely okay. When I look at the valuation of Rieter over the cycle, I even can say that the multiple is lower than what we had as a valuation over the cycle. For us, it was clear that this is a fair pricing. On top, yes, there is, of course, one reason why the price has a certain structure. We have an upfront payment.
We have, let's say, the carrot in front of everybody, that we have an earnout model, which is a very ambitious business plan, I have to say, much better than actual figures. If this happens, honestly, I have no problem to pay an earnout because then the business plan is so strong that, or the achieved business is so strong that there is no doubt that we can pay on top this earnout, which has those two blocks. For us, it's not an expensive deal. Yes, it's a high number for us. We are very grateful that we were able to do most of the financing with this equity increase. I mean, having this equity increase, of course, also gives us a very solid balance sheet.
It is not that we go to four times net debt to EBITDA or five times or six times, which I have seen in other companies in the past. We have said we want to be maximum at three, and that is it. For me, solid, reasonable pricing, strategic investment, and that was always our discussion. We were not at the bazaar, bargaining force and back. I think that was also not in the spirit of the last 14 months.
Very clear. Thank you very much, and congratulations again.
Thanks a lot. There seem to be no questions anymore. Good. Ladies and gentlemen, thank you very much for attending this call. I would like to repeat what Oliver and myself have said several times. We are very proud, super happy about that transaction. For us, it was clear it is a very important strategic rationale behind.
Point number one, we see much more growth opportunities in the man-made fiber. Point number two, I think we have a very attractive financial model for ourselves. Barmag is structurally more profitable than we have been in minimum in the past. Point number three is the culture fits perfectly with ours. We know the team, we know the management team, we know the leader of the division, and it has been clear that they really fit very well to us. It's like a dream which has been born decades ago when Swiss textile companies wanted to come together, and now we just have executed that. The last point is we have a full backing of our major shareholder, Peter Spuhler, and TCS Holding, which is very important. We also see that in the contribution of him, staying at his one-third of the shares.
Also our second-biggest shareholder was convinced, Mr. Heffner, also a big thank you to him. The whole board is behind, the whole management team is inspired. I can tell you, when you go through the floors here at our headquarters at the moment since 6:30 in the morning, you just see smiling faces. People are super proud. They are super inspired. They are really, really looking forward to that because some of them, 20 years ago, already worked in that business. They said, "Finally, we have done it." With this, I would like to close. Thank you for your attendance and looking forward to our next call. Thank you and goodbye.