Rieter to acquire Barmag from OC Oerlikon to accelerate its growth strategy and become a market leader in natural and manmade fibers

Ad hoc announcement pursuant to Art. 53 LR

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• Barmag is a global market leader for equipment to produce manmade fibers with sales in financial year 2024 of approximately CHF 734 million
• Rieter strengthens and expands its technology position in the textile industry and positions itself in the growing market for manmade fibers
• Transaction is highly complementary across Rieter’s technologies, solutions and end-markets and accretive to Rieter’s growth and performance
• Upfront equity purchase price of CHF 713 million
• Financing is fully secured, and balance sheet stability will be maintained
• PCS Holding AG (Peter Spuhler) remains the largest shareholder and played a strategically important role in this acquisition

Rieter has signed a definitive agreement to acquire Barmag from OC Oerlikon for an upfront equity purchase price of CHF 713 million. The acquisition will create a globally leading player in natural and manmade fibers, headquartered in Winterthur, Switzerland, and is highly complementary to Rieter’s short-staple fiber business.

Barmag is a provider of filament spinning systems used for manufacturing manmade fibers, texturing machines, BCF¹⁾ systems, staple fiber spinning and nonwovens 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 million with around 2 600 employees. 

Barmag comprises the established product brands Oerlikon Barmag, Oerlikon Neumag and Oerlikon Nonwoven. The main markets for the Barmag product portfolio are China, India, Türkiye and the United States of America. The innovative and technologically advanced products are developed in Remscheid and Neumünster (Germany) as well as Suzhou and Wuxi (China). 

As fiber consumption is projected to rise, most of the growth is expected to come from manmade fibers. The increase of natural fibers such as cotton and linen is limited due to natural boundaries. Manmade fibers will help to meet expanding demand for clothing, technical and home textiles. The strategic acquisition of Barmag will transform Rieter into a leading supplier for converting natural and manmade fibers into yarn.

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 manmade 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.

Thomas Oetterli, CEO of Rieter: “We are very proud to welcome Oerlikon Barmag, Oerlikon Neumag and Oerlikon Nonwoven to Rieter. We are convinced that this combination will form a market leader in the textile industry which will create value for our shareholders, customers and employees.”

Georg Stausberg, CEO of Barmag: “With this solution, we will have the best new ownership possible, as we will benefit from each other as textile companies from market understanding, technology expertise and complementary offering for our global customer base.”

The enterprise value of CHF 850 million represents a through-the-cycle EV/EBITDA²⁾ of 6.3x (excluding synergies). If certain financial criteria are achieved by 2028, an earn-out component will be paid to the seller. The acquisition is expected to enhance Rieter’s financial performance given Barmag’s structurally higher through-the-cycle profitability and margin resilience in market downturn. 

The acquisition financing is secured by a bridge loan facility. Refinancing of the bridge facility will happen through a fully underwritten CHF 400 million rights issue with tradable subscription rights, a CHF 77 million non-pre-emptive private placement which is fully committed and subscribed by Rieter’s two largest shareholders and a bank financing. 

Rieter’s largest shareholder, Peter Spuhler (c. 33% shareholding) is supportive of the transaction and committed to participating in the rights-issue pro-rata by exercising its subscription rights as well as investing additional capital through the non-pre-emptive capital raise. After the capital increase, PCS Holding AG is expected to retain a shareholding of c. 33%.

Additionally, Rieter’s second-largest shareholder, Martin Haefner (c. 10%), also supports the transaction and has committed to participating pro-rata in the rights-issue by exercising its subscription rights and investing additional capital through the non-pre-emptive capital raise.

Rieter remains committed to strong balance sheet stability and expects to delever quickly from a pro forma combined leverage per end of 2024 of c. 3x post the CHF 477 million equity capital increase driven by cash generation of the combined entity. An extraordinary General Meeting (“EGM”) is expected to be convened in the third or fourth quarter of 2025 to obtain shareholder approval for the capital increase in connection with the rights issue and the private placement. The definite terms of the rights issue are expected to be determined and communicated on or around the date of the EGM. The acquisition of Barmag is subject to customary closing conditions, including regulatory approvals. Rieter is confident it will obtain all regulatory clearances. The closing of the acquisition is targeted for Q4 2025.

Alantra is acting as exclusive financial advisor and Lenz & Staehelin as legal advisor to Rieter. UBS underwrites the bridge loan facility and acts as Sole Global Coordinator, Sole Bookrunner and Sole Manager of the capital increase.

_{¹⁾ Bulked Continuous Filament
²⁾ Based on adjusted EBITDA for the financial years 2017-2024}

The Rieter Group will comment on the acquisition in a conference call today, May 6, 2025, at 09:00 am (CEST).

Webcast
https://event.choruscall.com/mediaframe/webcast.html?webcastid=rfA9d0ac

Dial-in details
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Forthcoming dates

• Semi-Annual Report 2025: July 18, 2025
• Investor Update 2025: October 22, 2025
• Results press conference 2026: February 26, 2026
• Deadline for proposals regarding the agenda of the Annual General Meeting: March 3, 2026
• Annual General Meeting 2026: April 16, 2026
• Semi-Annual Report 2026: July 17, 2026
• Investor Update 2026: October 28, 2026

About Rieter

Rieter is a leading global supplier for manufacturing yarn from staple fibers in spinning mills. Based in Winterthur (Switzerland), the company develops and manufactures machinery, systems and components used to convert natural and man-made fibers and their blends into yarns in the most cost-efficient manner. Cutting-edge spinning technology from Rieter contributes to sustainability in the textile value chain by minimizing the use of resources. Rieter has been in business for 230 years, has 18 production locations in ten countries and employs a global workforce of around 4 790, about 16% of whom are based in Switzerland. Rieter is listed on the SIX Swiss Exchange under ticker symbol RIEN. www.rieter.com

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