D’Ieteren Group announces today that it has issued a binding offer and entered into exclusive negotiations with Bain Capital Private Equity in view of acquiring 100% of PHE (Parts Holding Europe, “the Company”), a Western European leader in spare parts distribution and services for vehicles and trucks. The proposed transaction values PHE at an Enterprise Value of €1.7 bn, resulting in an equity value of €540 m, which would be financed with D’Ieteren Group’s excess liquidity. It is subject to an information and consultation process with the PHE’s works councils. Completion of the proposed transaction will be subject to the approval of the relevant competition authorities.

Founded in 1962 in France, PHE has become a critical omnichannel distribution platform in the independent aftermarket (‘IAM’) for vehicles and trucks spare parts with state-of-the-art sourcing and logistics capabilities. Over the years, PHE has successfully expanded its geographical presence, now holding strong positions in France, Belgium, Spain, Italy, Luxemburg and The Netherlands. It currently employs c. 8,400 people. PHE has a clear mission of promoting affordable and sustainable mobility, and helps to reduce the environmental impact of the existing vehicle fleet by providing repair and maintenance solutions at a reasonable price. It also contributes to the extension of the life of vehicles.

The contemplated acquisition is fully aligned with D’Ieteren Group’s investment criteria and PHE would perfectly fit in D’Ieteren Group’s family of businesses as a new strong leading growth platform which would enable significant value creation with the ambition to generate a meaningful impact.

The European IAM is a large (c. €50 bn) and structurally growing fragmented market that has historically shown strong resilience and a high degree of predictability. PHE’s winning operating model is based on superior scale and sourcing capabilities, logistics excellence and dense distribution network. The omni-channel approach (offline and online) care for an unmatched servicing of both B2B and B2C customers (notably through the digital platform Oscaro acquired in 2018).

PHE has achieved a compounded yearly sales and EBITDA growth of respectively 5.6% and 20.2% since 2010. In LTM September-2021 the company has generated revenues of €1.9 bn (+10.4% versus the same period in 2020) and EBITDA of €238 m (+17.1% versus the same period in 2020), or €244 m proforma the acquisitions made in 2021. As proven by the impressive track record of the Company, PHE is run by a highly experienced and inspiring management team, embodying the culture of the Company driven by four key values: benevolence, excellence, cooperation and engagement.

D’Ieteren is a company listed on Euronext Brussels and owned by a family, is both a New Vehicle distributor with a turnover of 3.6 billion euros in Benelux, the majority shareholder at 55% of Belron (Carglass and its 4 billion euros) and a distributor of parts for industry and agriculture present throughout the world.

D’Ieteren Group 14.02.2022