PL

Grupa Kęty signed a conditional agreement on the purchase of METRA Group

Grupa Kęty S.A. signed a conditional agreement on the purchase of 100% of shares in Fengari Holdings I B.V., the owner of METRA Group – a global, vertically integrated manufacturer of aluminium profiles and supplier of advanced aluminium processing services. The transaction concluded with Fengari Holdings Coöperatief U.A., controlled by entities affiliated with KPS Capital Partners, LPd, is one of the key stages in the performance of Grupa Kęty development strategy, which strengthens its ambitions of building one of the leading international groups in the aluminium sector.

METRA Group, to which METRA – Metallurgica Trafilati Alluminio S.p.A. based in Rodengo-Saiano in Italy belongs, runs 9 production plants in Italy, the USA, and Canada, employing nearly 1,400 people. Its total aluminium profiles extrusion capacity equals approximately 145,000 tons a year, of which about 35% in Europe. The METRA Group is a global, vertically integrated manufacturer of aluminium profiles, including advanced solutions for the railway sector and architectural systems, and a provider of high value-added services, including painting, anodising, machining and welding. The sales of METRA Group in 2026 is estimated at approximately EUR 600 million, and EBIDTA, excluding one-off events and the transaction costs, is estimated at roughly EUR 90 million.

The planned acquisition complies with the long-term development strategy of Grupa Kęty, which assumes extension of an internationally operating organisation with a strong position in Europe, specifically in the construction and industrial sectors. The transaction also opens up new possibilities of expansion in North America, where 45% of METRA Group’s income originates.

From the strategic angle, the transaction is to:

  • significantly strengthen the position of Grupa Kęty on the European market;
  • provide access to speciality know-how and competences in high-margin segments, comprising railway products, as well as new distribution channels on the Italian market, where a large number of technologically advanced manufacturers in many sectors are operating;
  • enable us to capitalise on METRA’s international position on the architectural market;
  • enhance the scale of operations in North America, where METRA Group generates over 45% of income and contribute to geographical diversification of the Capital Group operations, with simultaneous limiting of risk, mainly that related to customs and regulations;
  • create new synergy possibilities in the areas of technology, purchasing and cross-selling.

One of the major advantages is the development potential of METRA Group, which has been consequently built since July 2021, when KPS Capital Partners took the company over and in alliance with the managing staff commenced the process of dynamic business transformation.

We highly appreciate the development of METRA Group in the recent years and the effects of actions implemented by KPS Capital Partners in cooperation with METRA managing staff. The company has successfully strengthened its position as the international supplier of highest-quality solutions in aluminium extrusion, combining advanced engineering know-how with operating and manufacturing competences, with experience in supplying to the requiring and fast-growing market sectors. We believe that the merger of the potential of both organisations will open up a new chapter in the development of the company and create additional opportunities to build value for the customers, employees, shareholders and business partners”, emphasises Roman Przybylski, CEO of Grupa Kęty S.A.

The acquisition price was determined based on enterprise valuation amounting at EUR 645 million, less bank debt and other debt items, determined as at 31 March 2026. Depending on the date of the transaction closure, the shares purchase price may reach EUR 450 million.

The closure of the transaction is dependent on the fulfilment of typical preconditions, including obtaining the mandatory consents of anti-monopoly and regulatory authorities. Grupa Kęty plans to finance the transaction from bank loans and its own funds. For that purpose, on 14 September 2026, the Issuer entered into a term-loan agreement capped at PLN 2,000 million with Bank Polska Kasa Opieki S.A.In the current opinion of the Management Board, the transaction will have no major effect on the binding dividend policy.

In the transaction process Grupa Kęty is supported by Rothschild & Co in the capacity of a transaction adviser, KPMG Advisory sp. z o.o. sp.k. as financial and tax adviser, and White & Case M. Studniarek I Wspólnicy – Kancelaria Prawna sp.k. as legal adviser.