The company Indra Sistemas has reached an agreement with the rest of the shareholders of Tess Defense (TESS), a Spanish company specialized in the design and production of cutting-edge military land vehicles, to double its participation in the company, from the current 24.67%. up to 51.01%, and thus take control of the company. The amount of the acquisition of 26.34% of Tass is valued at 106.7 million euros.
After this movement, the share capital of the manufacturer of the 8×8 armored vehicles will be configured as follows: Santa Bárbara Sistemas, 16.33%; Notary Mechanical & Engineering, 16.33%; and SAPA Operations, 16.33% The amount agreed for the acquisition of 26.34% of the share capital of TESS is 106.7 million euros.
As reported by Indra through a statement sent to the CNMV, the agreement contemplates an additional payment based on the performance generated (earn-out) of up to a maximum of 30 million euros, subject to TESS generating sales and ebitda higher than the of the business plan estimated at the time of acquisition.
The same statement specifies that the contractual agreements signed between the partners configure TESS as “an entity with balance, capacity and responsibility for program management, which It will have a new governance model and a board made up of seven membersof which four will be proposed by Indra and one by each of the other shareholders.”
The operation will allow Indra to consolidate TESS through the global integration method. Although during the period 2025-2026, TESS will in turn account in its financial statements only the income from the production of section 1 of the VCR 8×8 vehicle, for the rest of the sections of the VCR 8×8 program, as well as for the VAC Program and For the rest of future programs, TESS’s own management margin as main contractor will be considered.
This operation, whose execution is subject to compliance with certain suspensive conditions of an essentially regulatory nature, is part of the Leading The Future Strategic Plan. In this roadmap, announced last March, Indra establishes the vision of “becoming the national coordinator that leads the Spanish defense ecosystem.” For its part, TESS becomes the reference for the Ministry of Defense’s ground armored vehicle programs, including the VCR 8×8 and VAC programs.
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