2.1Acquisitions

Significant pending transaction

On May 5, 2025, Rieter Holding Ltd. (Winterthur, Switzerland) signed a definitive agreement to acquire Barmag from OC Oerlikon at an upfront purchase price of CHF 713.4 million.

With this acquisition, Rieter strengthens and expands its technology position in the textile industry and positions itself in the growing market for man-made fibers. The transaction is fully in line with Rieter’s strategy and follows previous acquisitions, where Rieter complemented its portfolio in short-staple fiber machinery and expanded its footprint in components and machinery for man-made fiber production. The combined platform allows to leverage the recovery of global filament and short-staple fiber spinning markets and to reduce cyclicality due to diversification of end-markets. The acquisition will further enhance Rieter’s position in the important Asia-Pacific region and provide access to Barmag’s filament expertise, which will help to further scale Rieter’s own capabilities and improve digitization solutions and product sustainability.

Barmag comprises the established product brands Oerlikon Barmag, Oerlikon Neumag, and Oerlikon Nonwoven, which are providers of filament spinning systems used in the manufacturing of man-made fibers, texturing machines, Bulked Continuous Filament systems, staple fiber spinning, and nonwoven solutions and – as an engineering services provider – offers solutions along the textile value chain. In the financial year 2024, the company generated sales of CHF 734.0 million with around 2 600 employees.

The transaction values Barmag at an enterprise value of CHF 850.0 million. The enterprise value of CHF 850.0 million represents a through-the-cycle EV/EBITDA of 6.3x (excluding synergies). If certain financial criteria are achieved by 2028, an earn-out component of up to CHF 100.0 million will be paid to the seller. A maximum of CHF 36.8 million will be paid to the seller with respect to the future cash savings generated from the utilization of existing tax loss carry-forwards during a limited period of five years.

The acquisition financing was secured by a bridge loan facility of CHF 852.4 million from UBS. Refinancing the bridge facility happened through a fully underwritten CHF 400.0 million rights issue with tradable subscription rights, a CHF 77.4 million non-preemptive private placement, which was fully committed and subscribed by Rieter’s two largest shareholders and will happen through bank financing. The fully secured financing ensures the balance sheet stability of Rieter.

The acquisition of Barmag was closed on February 2, 2026.

The acquisition related transaction costs amounted to CHF 16.4 million, thereof CHF 8.6 million recorded in other expenses and CHF 7.8 million in financial expenses in the consolidated income statement 2025.

Significant past transactions

On January 5, 2024, Rieter Holding Ltd. (Winterthur, Switzerland) acquired 100 percent of the shares of Petit Spare Parts SAS (Aubenas, France). This entity is active in the business of spare parts for textile machines and employs ten full-time employees. The purchase price amounted to CHF 1.4 million. The acquired net assets primarily consist of inventories. No goodwill resulted from the acquisition.

On November 1, 2024, Rieter Holding Ltd. (Winterthur, Switzerland) acquired 11 percent of the shares of Prosino S.r.l. (Borgosesia, Italy), thereby increasing its investment to 60 percent. The company manufactures rings for spinning machines and had been a previous supplier of Rieter. Prosino S.r.l. employs 90 full-time employees. With the acquisition of Prosino S.r.l., Rieter has strengthened its portfolio of high-quality ring components, particularly spinning and twisting rings, which was allocated to the Components segment.

A further 10 percent of the shares were bought on January 1, 2025, and an additional 10 percent will be bought on July 1, 2026, at the same valuation as the initial transaction in 2024. For the remaining 20 percent of the shares, Rieter Holding Ltd. has a call option effective from January 1, 2027, while the seller is granted a put option effective from January 1, 2028. The exercise prices for the call and put options are based on an EBITDA multiple including a cap and a floor. The redemption amount for this part of financial liability has been determined considering these clauses. The maximum amount to be paid is EUR 4.4 million (CHF 4.1 million).

Under the anticipated-acquisition method the contract was accounted for as if the forwards (purchase obligations of 10 percent on January 1, 2025, and 10 percent on July 1, 2026) had been satisfied by the non-controlling shareholders and the put option (effective from January 1, 2028) had been exercised already. Accordingly, Rieter did not recognize a non-controlling interest in the consolidated financial statements and accounted for the business combination as if it had acquired a 100 percent stake. The respective forward and put liabilities for the remaining shareholding of 30 percent were recognized as financial liabilities in the consolidated balance sheet.

The purchase price of the shares amounted to EUR 2.2 million (CHF 2.1 million) and was settled against cash. The transaction resulted in goodwill of CHF 5.0 million. The goodwill is attributable to the acquired workforce and the complementary nature of the acquired business. It is not deductible for tax purposes. The acquired business contributed sales of CHF 1.4 million and a net result of CHF -0.1 million to the Group for the period from November 1 to December 31, 2024. If the acquisition had occurred on January 1, 2024, consolidated pro-forma sales and the net result for the year ended December 31, 2024, would have been CHF 866.3 million and CHF 12.1 million, respectively. These amounts were calculated based on the business results, adjusted by the differences in the accounting policies between Rieter and Prosino S.r.l., and by the additional depreciation and amortization that would have been charged assuming the fair value adjustments to inventories, property, plant, and equipment, and intangible assets had applied from January 1, 2024, together with the consequential tax effects.

The following table presents a breakdown of assets acquired and liabilities assumed at November 1, 2024:

There have been no adjustments to the purchase price allocation presented in the Annual Report 2024.

The identified intangible assets comprise the value of customer relationships (CHF 1.3 million) and the related brands and trademarks (CHF 0.9 million). The fair value of the acquired trade receivables amounted to CHF 0.9 million. The gross contractual amount of invoiced trade receivables was CHF 1.0 million, with a respective allowance of CHF 0.1 million recognized at the acquisition date.

Transaction costs of CHF 0.1 million relating directly to the acquisition were recognized as other expenses in the consolidated income statement 2024 as incurred in the second half of 2024.