Acquisition of the Molten Metal Systems business from Morgan Advanced Materials Plc

Acquisition of the Molten Metal Systems business from Morgan Advanced Materials Plc.

Expansion of the Group’s and Foundry business’ exposure to the faster-growing non-ferrous market segment and to India

Summary

• Acquisition of the Molten Metal Systems business from Morgan Advanced Materials Plc
• Increases the Group’s and the Foundry business’ exposure to the faster-growing non-ferrous market segment and to India, in line with our strategic growth ambitions
• The acquisition will generate significant cost synergies and will be accretive to Group return-on-sales and earnings per share from the first year of ownership, even before synergies are considered
• Enterprise value of £92.7m, with the consideration comprising £20m of cash and newly issued shares in the Group’s listed Indian subsidiary, Foseco India Limited
• Neutral impact on leverage given EBITDA acquired, synergies and the split between cash and issuance of new equity by Foseco India Limited

Vesuvius plc is pleased to announce that the Vesuvius group (the “Group”) has today entered into an agreement to acquire the Molten Metal Systems (“MMS”) business from Morgan Advanced Materials Plc (“Morgan”) for an Enterprise Value of £92.7m on a cash free debt free basis. The acquisition will further expand the Group and our Foundry business into the faster-growing non-ferrous market segment. The business is highly complementary to our existing business and will take the Foundry division’s share of revenue from non-ferrous sales from 21% (2024) to c.27% on a pro forma basis. It will also increase our manufacturing footprint and sales exposure to the attractive and fast-growing Indian market, a core growth market for the Group. We expect to realise significant cost synergies in manufacturing and overhead costs, increasing EBITDA by at least 50%, which will further drive value for the Group.

About MMS

MMS supplies high-tech crucibles globally, principally in the non-ferrous market segment, with c.50% of revenue derived from aluminium producers and the majority of the remainder from copper alloys and precious metals. MMS had turnover of c.£42m in 2024 (of which c.20% was in India) and EBITDA of c.£8m.

Financial benefits to Vesuvius

The acquisition structure enables us to expand in this strategically important region and market segment, with limited cash expenditure and leveraging the value of our Indian listed subsidiary, Foseco India Limited (“FIL”). The acquired business is cash generative, and the acquisition is expected to be neutral to the Group’s gearing on a pro-forma basis given the acquired EBITDA. The acquisition will generate significant cost synergies and will be accretive to Group return-on-sales and earnings per share in the first year of ownership, even before synergies are considered. We expect to increase EBITDA by at least 50% due to significant cost synergies.

Structure of the acquisition

The business being acquired comprises the Indian-listed business, Morganite Crucible (India) Limited (“MCIL”), which is 75% owned by Morgan, and the remaining worldwide MMS business, which is 100% owned by Morgan (the “Transaction”). Consideration for the non-Indian business is £20m cash (subject to customary adjustments), while consideration for the 75% stake in MCIL will be satisfied by way of the issue of 1,150,800 new shares to Morgan by FIL, based on an exchange ratio of 0.274 FIL shares per one MCIL share, reflecting the relative valuation of the two entities. The value of the shares to be issued (based on the FIL share price as at 21 August 2025), is £55.8m.

The transaction is expected to complete by early October 2025. On conclusion of the issue of consideration shares, FIL will own 75% of MCIL and Vesuvius will own c.64% of FIL, while Morgan will own c.15% of FIL on an enlarged pro forma basis. The balance of the shares in FIL and MCIL will remain with other public holders.

The acquisition of the 75% stake in MCIL will trigger a Mandatory Tender Offer to be made by FIL to the public holders of the residual 25% of MCIL as per the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Patrick André, Vesuvius CEO said “I am delighted to welcome the MMS management team and activities within the Vesuvius Group. This transaction will enable us to accelerate our growth in the non-ferrous market segment, and in India, both being core growth areas for us. It is highly complementary to our existing business and due to significant cost synergies, will contribute to the improvement of the Group’s and Foundry division’s profitability. It is also structured in a cash-efficient way, neutral to gearing and will support our objective of deleveraging in the coming months.”

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