Core Points - Theon International Plc has entered into a definitive agreement to acquire a 9.8% stake in Exosens SA for €268.7 million, equating to €54.0 per share [2][3] - Upon completion of the transaction, Theon will become the second largest shareholder in Exosens, following Groupe HLD [3] - The transaction is subject to regulatory notifications and is expected to close in early Q1 2026 [3] Financial Arrangements - UBS Europe SE and Citibank Europe PLC will provide a bridge facility for the transaction, which will be refinanced through a mix of debt and newly issued equity [4] - UBS Europe SE served as the sole financial advisor to Theon, while Clifford Chance provided legal advice [4] Company Background - Theon Group specializes in developing and manufacturing advanced night vision and thermal imaging systems for defense and security applications [6] - Theon Group has a global presence with subsidiaries and production facilities in multiple countries, including Greece, Cyprus, Germany, and the United States [6] - Theon International PLC has been listed on Euronext Amsterdam since February 2024 [6]

Core Points - Theon International Plc has secured a €300 million senior facility agreement with a syndicate of 9 banks, which can be upsized to €400 million if needed [2][4] - The funds will be utilized for refinancing existing short-term debt, supporting general corporate purposes, and potentially financing larger acquisitions [2] - Theon Group is a leader in developing and manufacturing night vision and thermal imaging systems for defense and security applications, with a global presence [6] Financial Details - The revolving credit facility has a tenor of 5 years [2] - Theon Group's CFO highlighted the favorable terms of the agreement, which enhances financial flexibility and supports growth ambitions [4] Company Background - Theon Group has been operational since 1997 and has a significant international presence with subsidiaries and production facilities in multiple countries [6] - The company has over 220,000 systems in service with armed and special forces in 71 countries, including 26 NATO countries [6] - Theon International Plc has been listed on Euronext Amsterdam since February 2024 [6]

Core Insights - Theon International Plc reported a record-breaking revenue of €183.7 million for H1 2025, marking the strongest first half in the company's 28-year history [4][7] - The company achieved a significant order intake of €167.9 million, which is 118.1% higher than H1 2024, indicating robust demand for its products [4][7] - The launch of "THEON Next" Vision & Strategy aims to position the company as a leader in next-generation optronics and modern warfare solutions [7] Financial Performance - Revenue for H1 2025 was €183.7 million, up 20.6% from €152.4 million in H1 2024 [4][7] - Adjusted EBIT increased by 24.4% to €47.4 million, with an adjusted EBIT margin of 25.8%, reflecting industry-leading performance [4][7] - Earnings per share rose by 17.1% to €0.48 compared to €0.41 in H1 2024 [4][7] Operational Highlights - The soft backlog at the end of H1 2025 was €622.2 million, a 45% increase from H1 2024, with an additional €378.2 million in contractual options [7] - The company is transitioning to a broader product portfolio through the A.R.M.E.D. ecosystem and is expanding into platform-based optronics products [7] - Theon has secured several contracts for market-leading night vision products and is in advanced stages of multiple tender processes [7] Strategic Developments - The acquisition of Kappa Optronics and the signing of pioneering agreements are key milestones in Theon's growth strategy [4][7] - The company is focused on building a platform for next-generation soldier systems through targeted investments and collaborations [7] - Theon operates globally with a presence in multiple countries and has over 220,000 systems in service with armed forces in 71 countries [10]

Group 1 - Theon International Plc (THEON) will initiate a buyback of up to 1,400,000 ordinary shares until June 5, 2026, to fulfill obligations under a planned long-term employee incentive plan [2][3] - The buyback program was approved by shareholders at the General Meeting held on June 5, 2025 [2] - Venetus Limited, the majority shareholder, received an exemption from launching a mandatory takeover bid due to the passive increase of its voting rights resulting from the buyback [3] Group 2 - The company plans to implement the buyback program under the 'safe harbour' exemption in accordance with Article 5 of the Market Abuse Regulation [4] - Ongoing share repurchase information will be available on the company's website [4] - Theon Group develops and manufactures advanced night vision and thermal imaging systems for defense and security applications, with a global presence [5]

Core Viewpoint - Theon International Plc has announced the acquisition of Kappa Optronics GmbH for an Enterprise Value of €75 million, aiming to enhance its capabilities in aviation and land optronics [3][4]. Company Overview - Kappa Optronics GmbH, founded in 1978 and based in Göttingen, Germany, operates with an R&D-driven, asset-light model, focusing on design, assembly, and quality assurance [4]. - The company employs approximately 200 people, including 60 engineers, and operates in about 3,000 sq.m. of space [4]. Financial Performance - Kappa is projected to exceed €37 million in revenue for FY 2025, with an EBITDA of approximately €8 million, driven mainly by defense mobility and autonomous machines [5]. - The acquisition is expected to support strong top-line growth and sustained margins, with the potential for Kappa to achieve EBIT margins in the mid-twenties [5]. Strategic Importance - The acquisition strengthens Theon's footprint in Germany and expands its electro-optics product offerings for land and aerial platforms [8]. - Theon anticipates immediate accretiveness from the acquisition and plans to leverage Kappa's technology and innovation culture to enhance R&D capabilities [8][9]. Future Outlook - Theon will provide guidance for FY 2026 by October, reflecting the new growth trajectory post-acquisition [7]. - The company is committed to further strategic moves to accelerate expansion in platform-based systems through both organic growth and acquisitions [9].

Core Viewpoint - Theon International Plc has successfully completed a share placement, increasing its free float to enhance liquidity and attract investor interest [2][3][4]. Group 1: Share Placement Details - Venetus Limited sold approximately 3.73 million shares, representing about 5.3% of Theon's share capital, with the placement priced at Euro 31.1 per share [2][4]. - Theon will not receive any proceeds from this placement, which was executed to improve the liquidity of its shares [3][4]. - Following the placement, Venetus and CHRE Investment Limited will hold approximately 70.0% of the company's share capital, while the free float will increase to 30.0% [4]. Group 2: Market Response and Future Outlook - The placement was oversubscribed, indicating strong interest from both existing and new investors, with demand nearly double that of a previous placement [6]. - The CEO expressed confidence that the increased free float will enhance trading liquidity and support the company's long-term growth strategy [6]. Group 3: Company Background - Theon Group specializes in developing and manufacturing advanced night vision and thermal imaging systems for defense and security applications, with a global presence [8]. - The company has over 200,000 systems in service across 71 countries, including 26 NATO member countries, and has been listed on Euronext Amsterdam since February 2024 [8].