By Danilo Masoni and Valentina Za
MILAN (Reuters) - Italian aerospace and defence group Finmeccanica has agreed to sell its rail business to Hitachi Ltd in a deal which will cost the Japanese conglomerate up to 1.9 billion euros ($2.2 billion) and cut Finmeccanica's debt by 15 percent.
For Hitachi the acquisition will give it a stronger foothold in Europe where it competes with the world's top three train makers - Canada's Bombardier, Germany's Siemens, France's Alstom. The Japanese group had already moved its global rail division to London last year.
State-controlled Finmeccanica has been trying to sell loss-making train unit AnsaldoBreda and a controlling stake in rail-signalling company Ansaldo STS for almost four years, deeming the business to be too small to compete on its own in foreign markets.
However, corruption scandals and political meddling delayed the process, prompting ratings agencies to downgrade the Italian group's 4.1 billion euros of debt to junk status, increasing its financing costs and damaging its international competitiveness.
The Hitachi deal, which will cut Finmeccanica's debt by 600 million euros, is expected to boost investors' confidence in Chief Executive Mauro Moretti's ability to turn the company around but analysts said they do not expect an immediate upgrade to its ratings.
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Moretti, the Italian rail industry veteran who took over at Finmeccanica eight months ago, wants to cut debt to below 3.5 billion euros by 2017, sell non-core businesses and find a partner for its U.S. defence subsidiary DRS Technologies.
"With this deal Finmeccanica becomes a pure aerospace, defence and security company," Chief Financial Officer Gian Piero Cutillo told analysts, adding that the remaining non-core businesses accounted for under 1 percent of the group's sales of 14 billion euros.
The Hitachi deal is the latest big merger in the rail sector after Siemens' 2.2 billion-euro takeover of Invensys's rail signalling arm in 2013, as the industry consolidates in the face of fierce Asian competition.
China's CNR and rival CSR Corp plan to merge to create a $26 billion company, the world's largest trainmaker by sales, with an eye on export markets for their high-speed trains.
For Hitachi, which thwarted a rival bid by China's Insigma, the main attraction of the deal is Ansaldo STS, a profitable business that would help it sell carriage and signals packages as well as giving it a manufacturing hub in continental Europe.
The company behind Japan's first "bullet" trains is already investing in a plant in northeast England in a drive to expand within Europe and beyond while its domestic market shrinks.
Ansaldo STS has long made signal systems for North America and Europe - a good fit for Hitachi given that Japanese signal systems are often incompatible with foreign railways.
"It's now a highly competitive global market in railways. By acquiring these complementary companies it will give us a bigger global base. We hope to compete better with the so-called big three in volume and size," Hitachi's CEO Hiroaki Nakanishi told a press conference in Tokyo.
BONDS RISE SHARPLY
At 1240 GMT Finmeccanica's shares were down 2.7 percent at 10.7 euros, having risen more than 6 percent in the previous session, while the company's bonds were sharply higher. Ansaldo STS shares were up 6.3 percent at 9.39 euros, just below the price offerd by Hitachi.
Finmeccanica has about 5 billion euros of outstanding bonds, with coupons ranging from 4.375 percent to 8 percent.
Hitachi, which was advised by Citi, will pay 773 million euros for Finmeccanica's 40 percent stake in Ansaldo STS.
The Japanese company will pay 9.65 euros for each Ansaldo STS share - a 9.2 percent premium to the stock's closing level on Monday - and launch a mandatory offer to buy out other shareholders. If all shareholders tender their shares, the overall price will rise to a little more than 1.9 billion euros.
Finmeccanica's financial advisors were Mediobanca and UBS.
Hitachi will also pay 36 million euros for AnsaldoBreda, excluding a factory in Sicily, certain residual contracts and other activities that need revamping.
"It remains to be seen what is the possible negative value of AnsaldoBreda's residual contracts ... but there's no doubt on the positive impact (for Finmeccanica) of the overall agreement," Banca Akros analyst Gabriele Gambarova said.
($1= 0.8835 euros)
(Additional reporting by Thomas Wilson in Tokyo; Editing by David Goodman and Greg Mahlich)