Status: Upcoming/New Filing

Acquirer: Cunova GmbH (Germany); KME Group SpA (Italy); SDCL EDGE Acquisition Corporation (Cayman Islands)

Acquired: KME America Marine Tube & Fitting LLC (U.S.)

Value: $736 million

Industry Tags: Specialty Metals; Metals; Aerospace        

On February 20, 2024, cunova GmbH, a German based “manufacturer of high-end specialty copper alloy products,” and SDCL EDGE Acquisition Corporation (NYSE: SEDA), “a special purpose acquisition company,” “entered into a definitive business combination agreement that is expected to result in cunova becoming a publicly listed company on the New York Stock Exchange (“NYSE”).” (Press Release, SDCL Edge Acquisition Corp. Form 425, Ex-99.1, Feb. 20, 2024, SEC Filing.)  Under the terms of the agreement, “cunova will acquire KME Aerospace,” a business within AME SE, a German subsidiary of KME Group SpA, an Italian manufacturer of copper and copper alloy products. (KME Group Press Release, Feb. 20, 2024; see also About Us web page, KME Group website.)  The KME Aerospace business includes the U.S. subsidiary KME America Marine Tube & Fitting LLC. (Id., see Section 11.02(d) of the Business Combination Agreement, SDCL Edge Acquisition Corp. Form 425, Ex-2.1, Feb. 20, 2024, SEC Filing.)  KME SE is an existing 45% holder of cunova and, in exchange for the acquisition of KME Aerospace, KME SE will receive a majority interest in the post-closing company such that “[a]t closing, the combined company is expected to have a pro-forma enterprise value of approximately $736 million . . .  of which about 60% would be held by KME SE.”  (KME Group Press Release, Feb. 20, 2024.)

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