Exosens announces the approval of its Registration Document

Exosens announces the approval of its registration document by the French Autorité des marchés financiers (“AMF”) and takes a first step towards its ipo on Euronext Paris

PRESS RELEASE
MÉRIGNAC, FRANCE – 23 MAY 2024

Exosens is a global leader in amplification, detection and imaging technologies, providing mission and performance-critical electro-optical components to OEM customers in 4 value-added industries with long-term structural growth drivers (defense, life sciences and environment, industrial control and civil nuclear instrumentation).

A fast-growing and highly profitable high-tech platform with difficult-to-replicate positions, Exosens recorded €318.8 million pro forma¹ sales in 2023 up from €166.2 million in 2021 (39% pro forma CAGR 2021-23) combined with steady margins (2023 pro forma adjusted EBITDA margin reaching approximately 29%).

Exosens is considering an initial public offering (“IPO”) on Euronext Paris with a targeted capital raise of c.€180 million to finance its innovation and growth strategy in high-tech fast growing markets.

Groupe HLD, which acquired Exosens in 2021, intends to sell a portion of its shareholding in the IPO. Following the IPO, Exosens will continue to be controlled by Groupe HLD.

Exosens SAS (‘Exosens” and the “Group”), a high-tech company focused on providing mission and performance-critical amplification, detection and imaging technology components, announces today the approval of its registration document, dated 22 May 2024, by the French financial markets authority (Autorité des marchés financiers, “AMF”), under number n° I. 24 – 010 The approval of Exosens’ registration document constitutes a first step of its contemplated IPO on the regulated market of Euronext Paris. The completion of the IPO is subject to the approval by the AMF of the prospectus relating to the trading of the shares on the regulated market of Euronext
Paris, as well as favorable market conditions.

Jérôme Cerisier, CEO of Exosens, said: “Thanks to our long history and deep technological heritage, we are very proud to be a global leader in light amplification and to be recognized internationally as a major innovator in the world of detection and imaging. Leveraging our unique innovation capabilities and excellent reputation among end-users, we bring technologies to high-end and demanding markets benefiting from strong secular growth where our technology is the key driver of ultimate performance and a key differentiating factor. Over the past years, Exosens organically outperformed market growth and deployed a selective and synergetic acquisition strategy thanks to its worldwide commercial network as well as its unique operational excellence and R&D know-how. The planned IPO is the next logical step for us, it will provide greater flexibility to seize future growth opportunities and enable us to continue pursuing a highly profitable growth trajectory while achieving our mission to provide innovative components for a safer world.”

Jean-Hubert Vial, partner at Groupe HLD, said: "Groupe HLD is proud to launch Exosens’ IPO process. In 3 years, with its impressive management team, we have turned the company into a global leader in electro-optical detection and imaging technologies and significantly expanded its end market. This strategy, which we have been pursuing since 2021, is now taking on a new dimension. The listing and the arrival of new shareholders alongside Groupe HLD will provide Exosens with increased resources to boost its investment capacity and pursue its ambitious growth trajectory."

Exosens’ high-tech engineering components serve a wide range of sophisticated applications and activities such as night vision goggles, equipment for electronic warfare, semiconductor inspection, machine vision, electrical grid maintenance, gas detection, life sciences applications, nuclear instrumentation, defense, and scientific research. The Company is one of the few players with operations across the full light and particles spectrum and is a natural compounding platform for technology providers across its two segments.

The Amplification segment is the historical business of Exosens. It represented c.66% of pro forma sales in 2023, as the Company benefited from its position as a global leader in the light amplification market. This activity, which provides the key technology behind night vision goggles that offer tactical advantages to armies globally, is currently benefitting from global defense spending increase as well as necessity to increase infantry equipment rate in night vision goggles.

In the Detection & Imaging segment, Exosens offers a broad portfolio of high-end components such as digital cameras with various wavelengths, ion, electron, neutron and gamma-ray detectors, providing tailor-made solutions to meet the needs of end-users facing complex issues in challenging environments in the areas of defense and surveillance, life sciences, nuclear instrumentation and industrial control. This business represented c.34% of pro forma sales in 2023.

Both businesses benefit from significant R&D and cross-selling synergies due to a common technology backbone and commercial team. Over the medium term, Exosens intends to have a balanced business mix between Amplification and Detection & Imaging segments.

With its 10 industrial and R&D sites and approximately 1,600 employees, Exosens is at the forefront of technological and industrial innovation, offering its customers reliable and innovative technologies focusing on high technology markets globally in which lengthy designed-in-house processes result in difficult-to-replicate positions. This allows Exosens to establish long-term relationships with its clients.

Exosens has expanded its product portfolio in recent years through the acquisition of companies recognized as leaders in their respective markets, such as Xenics in December 2022 (design and manufacture of short-wave infrared (SWIR) image sensors and cameras), ProxiVision in June 2023 (design and manufacture of ultraviolet sensors and cameras), El-Mul in July 2023 (supply of advanced, high-performance particles detectors for electron microscopy and mass spectrometry) and Telops in October 2023 (design and manufacture of hyper-spectral imaging systems and highperformance infrared cameras).

Exosens differentiates itself by:

- Targeting leadership positions in strong growth markets. Exosens aims to be a leader in high-growth markets where performance standards are extremely high and critical, and benefit from broad underlying trends, including: semiconductor inspection, methane detection, neutron monitoring in nuclear reactors and predictive maintenance for highvoltage power lines.

- Meeting customer needs by leveraging unique innovation capabilities. Exosens draws on its strong capacity for innovation to develop new technologies and improve the size, weight and power consumption of its products, as well as their performance (particularly sensitivity and speed) and ergonomics. This innovation is deployed in the Group’s four end markets: defense, life sciences, industrial control and nuclear instrumentation.

- Building customer intimacy to generate growth and secure recurring revenue. Exosens intends to build on its long-term relationships with its major customers in order to grow and secure the repeatability of its sales.

- A selective acquisition strategy creating value through synergies and increased growth potential. Exosens' growth strategy also relies on a dynamic external growth policy to accelerate sales growth through carefully targeted and selected acquisitions while ensuring high commercial, R&D and operational synergies.

- Embedding sustainability at its core. Exosens provides life-critical solutions to make the world safer by developing protection and prevention solutions in various fields including threat detection, detection of methane emissions, neutron and gamma detectors in nuclear reactors supporting transition to sustainable energy, predictive maintenance for high voltage powerlines, train inspection, innovative waste sorting solutions for circular economy and resource protection, and innovative cell analysis solutions for industry (especially the food and pharmaceutical industries). 

A solid, profitable and fast-growing financial profile

Over the last few years, Exosens has demonstrated its ability to generate strong growth, both organically and through targeted acquisitions, while maintaining a high level of profitability and cash flow generation.

Over the 2021-2023 period, Exosens’ sales almost doubled from €166.2 million in 2021 to €318.8 million (on a pro forma basis) in 2023, representing a CAGR of over 38%. This performance was driven by a combination of strong organic growth and a targeted acquisition strategy centered on detection and imaging applications.

The Group's adjusted EBITDA also recorded strong growth over the 2021-2023 period, rising from €47.5 million in 2021 to €92.2 million (pro forma) in 2023 (a CAGR of +39% over the period). Exosens' adjusted gross margin has risen, from 39.4% in 2022 to 44.9% (on a pro forma basis) in 2023, thanks to higher prices, a better product mix and improved operating performance.

Strong cash flow generation has enabled Exosens to record a high level of cash conversion since 2021 (around 70% on average per year) and a steady deleveraging, with its net debt to adjusted EBITDA ratio improving from 4.4x in 2021 to 3.3x in 2023.

Strategy and Outlook

The Group’s strategy is to further build on its leading high-tech platform across the particle and light spectrum and to grow in high value-added markets through innovation, its global commercial reach and selective acquisitions, aiming for balanced revenue between Amplification and Detection & Imaging. Exosens aims to generate a high level of profitability and cash flow.

For the financial year ending 31 December 2024, Exosens targets organic sales growth at the top end of the 15%-20% range compared with pro forma sales for the financial year ended 31 December 2023, and total sales growth, including the contribution over 12 months of the acquisitions made in 2024, of around 30% compared with pro forma sales for the financial year ended 31 December 2023. 

In 2024, Exosens aims to achieve an adjusted EBITDA of at least €115 million (excluding any acquisitions completed in 2024), as well as a net debt-to- Adjusted EBITDA ratio of around 1.60x by year-end (including acquisitions planned in 2024). During Q1 2024, Exosens’ revenue increased significantly as a result of a strong start of the year, and profitability improved significantly at Group level and across both segments. The Q1 2024 performance confirms the Group's expectations with respect to its ability to achieve its 2024 financial objectives.

In the medium term, Exosens forecasts a doubling of sales between 2023 (on a pro forma basis) and 2027, reflecting a CAGR of approximately 18% over the period. Adjusted EBITDA is targeted to grow in the high single-digit percentage range during the 2025-2027 period. The Company anticipates a dividend payout ratio of 20%-25%² of net profit per annum over the 2025-2027 period. For the financial year ending 31 December 2027, Exosens aims to maintain a net debt-to-Adjusted EBITDA ratio of around 2x.

IPO on Euronext Paris

As part of its contemplated IPO, Exosens intends to raise c.€180 million in order to reduce debt, support its M&A strategy and increase its financial flexibility. Groupe HLD intends to sell a portion of its shareholding at IPO and will maintain a majority ownership stake in the Group post-IPO. As part of the Company's contemplated IPO, Bpifrance Participations has informed the Company of its intention to subscribe to new shares to be issued by the Company, such that it would hold 4.50% of the Company’s post-IPO share capital.

BNP Paribas, Citigroup and J.P. Morgan are acting as Joint Global Coordinators and Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale are acting as Joint Bookrunners (together, the “Banks”) in the contemplated IPO. Lazard is acting as independent financial adviser. White & Case LLP is acting as legal advisor to Exosens and Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to the Banks.

Availability of the registration document - Exosens Group’s Registration Document is available on the Group’s website dedicated to its IPO process (ipo.exosens.com) as well as on the AMF’s website (www.amf-france.org). It is also available free of charge upon request from the Group at Exosens, Domaine de Pelus, 18 Avenue de Pythagore, Axis Business Park Bat 5e, 33700 Mérignac, France.

Exosens draws the attention of potential investors to Chapter 3: ‘Risk Factors’ in the Registration Document approved by the AMF. 

Download the press release - EN

Download the press release - FR

 

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¹ References to “pro forma” data refer to the pro forma financial information of the Company for the 12-month fiscal year ended 31 December 2023, prepared as if the Group had completed the acquisition of ProxiVision, El-Mul and Telops on 1 January 2023. The pro forma financial information is presented for illustrative purposes only and does not represent the results that would have been achieved if the acquisition of ProxiVision, El-Mul and Telops had actually been completed on 1 January 2023. The pro forma financial information does not necessarily reflect the Group’s actual results and should not be considered as an indication of the Group’s results for any future period.

² Half-year stub dividend (50% of annual net profit) paid in 2025

 

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Press contact:

For Exosens
Brunswick group – exosens@brunswickgroup.com
Benoit Grange, + 33 6 14 45 09 26
Hugues Boëton, + 33 6 79 99 27 15
Laetitia Quignon, + 33 6 83 17 89 13

For Groupe HLD
DGM
Charles-Etienne Lebatard : +33 6 14 74 83 08
Etienne Gautier : +33 7 48 15 22 35
Christian d'Oléon : + 33 6 08 49 89 07

Disclaimer

This press release is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia or Japan.

The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions. This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France. Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”), also forming part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”).

With respect to the member States of the European Economic Area and to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State or the United Kingdom. As a result, the securities may not and will not be offered in any relevant member State or the United Kingdom except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, or under any other circumstances which do not require the publication by Exosens of a prospectus pursuant to Article 3(2) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, and/or to applicable regulations of that relevant member State or the United Kingdom. In France, an offer to the public of securities may not be made except pursuant to a prospectus that has been approved by the French Financial Markets Authority (the “AMF”). The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

This press release does not constitute an offer to purchase or to subscribe for securities in the United States or in any other jurisdiction.

The securities referred to herein may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended. Exosens does not intend to register all or any portion of the offering of the securities in the United States of America or to conduct a public offering of the securities in the United States of America.

This press release does not constitute an offer of securities to the public in the United Kingdom. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA and who are also (x) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (y) high net worth entities, or other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

Forward-Looking Statements

Certain information included in this press release are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future strategy and the environment in which the Group operates, and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed EXOSENS Domaine de Pelus - Axis Business Park - Bât 5 E 18 Avenue de Pythagore 33700 Mérignac - France or implied by these forward-looking statements. These risks and uncertainties include those set out and detailed in Chapter 3 “Risk Factors” of the Registration Document.

Forward-looking statements speak only as of the date of this press release and the Group expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements included in this press release to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Group. Actual results could differ materially from those expressed in, or implied or projected by, forward-looking information and statements.