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Upcoming/New CFIUS Filing: Cunova GmbH (Germany) and KME America Marine Tube & Fitting LLC (U.S.)
Wednesday, February 28, 2024

Status: Upcoming/New Filing


Acquirer: Cunova GmbH (Germany); KME Group SpA (Italy); SDCL EDGE Acquisition Corporation (Cayman Islands)

Acquired: KME America Marine Tube & Fitting LLC (U.S.)

Value: $736 million

Industry Tags: Specialty Metals; Metals; Aerospace


On February 20, 2024, cunova GmbH, a German based “manufacturer of high-end specialty copper alloy products,” and SDCL EDGE Acquisition Corporation (NYSE: SEDA), “a special purpose acquisition company,” “entered into a definitive business combination agreement that is expected to result in cunova becoming a publicly listed company on the New York Stock Exchange (“NYSE”).” (Press Release, SDCL Edge Acquisition Corp. Form 425, Ex-99.1, Feb. 20, 2024, SEC Filing.) Under the terms of the agreement, “cunova will acquire KME Aerospace,” a business within AME SE, a German subsidiary of KME Group SpA, an Italian manufacturer of copper and copper alloy products. (KME Group Press Release, Feb. 20, 2024see also About Us web page, KME Group website.) The KME Aerospace business includes the U.S. subsidiary KME America Marine Tube & Fitting LLC. (Id.see Section 11.02(d) of the Business Combination Agreement, SDCL Edge Acquisition Corp. Form 425, Ex-2.1, Feb. 20, 2024, SEC Filing.) KME SE is an existing 45% holder of cunova and, in exchange for the acquisition of KME Aerospace, KME SE will receive a majority interest in the post-closing company such that “[a]t closing, the combined company is expected to have a pro-forma enterprise value of approximately $736 million . . . of which about 60% would be held by KME SE.” (KME Group Press Release, Feb. 20, 2024.)

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