Shanks Group has agreed a deal in principle to merge with major Dutch recycling firm Van Gansewinkel (VGG).
The proposed deal would be a reverse takeover by Shanks, with the Dutch firm twice its size and valued at €440m (£380m)
VGG shareholders would receive €306m in cash and share consideration, representing 29% ownership of the combined group.
The parties are now finalising the arrangements in private, with an anticipated merger completed before the end of this year.
Peter Dilnot, Shanks chief executive
Shanks chief executive Peter Dilnot (above) said: “We are delighted to have reached agreement in principle with VGG on the terms of a proposed merger.
“This is a truly transformational deal for Shanks. Our two businesses are highly complementary and a combination would create a leading Benelux waste-to-product business, with enhanced geographic coverage, capabilities and technologies as well as significant synergy potential.
“We look forward to working with the VGG team to finalise the terms and financing of the transaction and delivering attractive returns for shareholders in the combined group.”
Van Gansewinkel chief executive Marc Zwaaneveld (above) said: “A merger between Van Gansewinkel and Shanks has all the ingredients for success in recycling and waste management in Europe.
“The combined volume of waste streams offers the merged companies scope to occupy a strong position in the market for secondary raw materials from waste and makes a significant contribution to the circular economy.
“These are two strong companies, with activities and competencies that complement each other well. The potential synergy also creates an even stronger business and financial foundation.”
The proposed merger depends on the satisfactory completion of mutual financial, commercial and legal due diligence, the negotiation of a sale and purchase agreement, financing, anti-trust clearance, councils advice proceedings and the approval of shareholders.
Brokerage firm Peel Hunt was optimistic the deal would be completed “as presented” and said the merger ”would create a much larger listed entity at a decent price with deliverable cost synergies”.
It said the shares could be worth more than their current price as earnings per share and value accretion were not factored into it currently.
In May, Shanks’ end-of-year results showed a 15% fall in trading profit in its UK municipal division because of falling recyclate prices, although overall the group delivered revenue and profit growth.