Theon International Plc (THEON) announced that it has entered into an exclusivity agreement with Carlyle for the acquisition of SAS Stéropès, the holding company of SAS HGH Systèmes Infrarouges (HGH) for an enterprise value of approximately 300 million euros.
HGH designs, develops, assembles and markets electro-optical and infrared solutions systems for Defense and Civil applications. The company was founded in 1982 in France and currently employs more than 130 people with a primary focus in R&D.
HGH has a highly agile and IP-driven business model that is fully compatible with THEON. The acquisition would broaden THEON’s Multi-Domain ISR (Platform Electro-Optics) product portfolio and the company’s counter drone (C-UAS) solutions. These are supported by advanced detection and classification capabilities based on HGH’s proprietary ITAR free technology using unique and patented AI features.
This is a significant milestone in THEON’s strategy to rapidly establish itself as a leader in platform electro-optics. It follows the acquisition of Kappa Optronics and its recently announced order buildup, the investment in ShockEOS and the subsequent selection of THEON’s PHYLAX gimbal by Rheinmetall and the Joint Venture with Safran for the creation of Unmanned Aerial System (UAS) electro-optics. The above demonstrate that THEON’s approach is already generating tangible commercial results and the addition of HGH would materially increase the contribution of Multi-Domain ISR to THEON’S revenue and profitability.
This agreement reinforces THEON’s strategic commitment to France, further expanding its industrial base and strengthening its connection to the French supplier and customer communities. France will become an important export hub for THEON, as well as an AI R&D center, building on HGH’s current AI capabilities.
Deal Structure
THEON is to acquire 100% of HGH at a mid- to high-teens EV/EBITDA multiple pre-synergies and at c. 10x post the full impact of run-rate synergies by year 2 to 3. The acquisition is expected to be EBITDA margin accretive and mid-single-digit EPS accretive in 2027.
HGH has c. 40 million euros of revenues and has had a revenue growth trajectory of ca. 30% CAGR since 2023 with an EBITDA margin in excess of 40%. At the time of the agreement, HGH had an order backlog of c. 70 million euros. Post-closing, the management team and employees will remain in HGH and will be incentivized to continue driving strong business performance.
The transaction will be financed with a bridge facility provided by BNP Paribas, which is intended to be fully refinanced with debt. No equity capital increase is expected.
Christian Hadjiminas, Founder and CEO of THEON, commented: “This milestone marks the next step in strengthening our export-oriented presence in France and accelerating our expansion into Multi-Domain ISR. HGH is a European pioneer, with a unique offering of high-performance systems with embedded AI capabilities. At THEON, we are building a new European defense electro-optics champion by integrating man-portable and platform-based systems into an interconnected ecosystem that enhances situational awareness and delivers advanced decision-making capabilities to our customers”.
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