On October 1, 2025, Grupa „MERCOR” S.A. (“MERCOR” or the “Company”) finalized the sale of its smoke ventilation and fire safety ventilation operations to Kingspan Group, a global leader in insulation technologies and complete building systems (“Transaction”).
The closing followed the signing of an additional agreement on October 1, 2025, amending the preliminary share purchase agreement originally concluded on November 22, 2024, between MERCOR and Kingspan société à responsabilité limitée (“Investor”), a subsidiary of Kingspan Group Plc. Under the new terms, other subsidiaries of Kingspan Group Plc – Kingspan Holdings Spain S.L.U. and Kingspan Water & Energy sp. z o.o. – also became parties to the agreement. The amendment additionally modified the method of calculating the purchase price for the MERCOR subsidiaries involved in the Transaction.
According to the agreement, the Investor is obliged to pay MERCOR up to PLN 420 million for the shares in its subsidiaries included in the deal. A portion of the price, up to PLN 90 million, is deferred and contingent on achieving certain consolidated EBITDA thresholds for the twelve months ending March 31, 2026, generated by the divested companies. If the target EBITDA threshold is met, MERCOR will receive the deferred payment in proportion to the excess EBITDA achieved, subject to agreed multipliers, but not exceeding PLN 90 million. If EBITDA does not reach the agreed threshold (as modified by the supplemental agreement), the Company will not receive any deferred payment.
“We are very pleased to finalize the transaction with Kingspan Group. Under their ownership, our smoke and fire safety ventilation products will continue to be developed under the ‘Mercor’ brand. At the same time, the sale provides us with funds to execute our next business plans. Under our new brand name ‘mcr – TECHNOLOGIES FOR A SAFER TOMORROW,’ we will focus on innovative solutions for industry and infrastructure, including Fire Safety 4.0. We also plan to strengthen our position in fire protection for building structures, fire doors and gates, and active water mist suppression, which is increasingly used in industrial and logistics facilities as well as energy storage systems. In line with earlier announcements, our intention is also to direct a significant portion of the proceeds from the transaction to our shareholders,” said Krzysztof Krempeć, President of the Management Board of MERCOR S.A.
Transaction Closing Conditions
The Transaction closed following the fulfillment or waiver of suspensive conditions, including:
- obtaining clearance from the relevant antitrust authority for the Investor’s concentration,
- approval from MERCOR’s general meeting for the transfer of assets as an organized part of the enterprise,
- carve-out of smoke ventilation and fire safety ventilation assets into separate entities in Poland and Hungary, and transfer of non-core assets to entities outside the scope of the deal in Spain,
- consent from the banks financing the Company.
MERCOR Rebrands as “mcr”
The new brand “mcr” and its accompanying tagline “TECHNOLOGIES FOR A SAFER TOMORROW” reflect the company’s forward-looking direction. Since its inception, MERCOR has specialized in safety solutions. Alongside traditional products such as fire doors, fire gates, passive fire protection for building structures, paints, and fire-stopping systems, the company is now moving toward increasingly innovative technologies.
“We are committed to the consistent development of our offering and strengthening our international presence, always in close dialogue with clients and partners,” added Krzysztof Krempeć.
Under the “mcr” brand, the company will deliver solutions including active water mist suppression systems, which protect people and property while minimizing damage risks, as well as innovative fire safety solutions based on Internet of Things (IoT) technologies, wireless transmission, blockchain-enabled systems, and modern mobile servicing. The portfolio also includes fire protection for building structures against fire, corrosion, and other hazards, as well as advanced fire partitions meeting strict regulations and standards. Additionally, mcr will offer industrial energy storage systems for manufacturing plants and critical infrastructure, supporting the broader energy transition.
Source: CEO.com.pl
