With an overall valuation of 138 million euros, Origen sells 80% of its Belgian subsidiary

12 On the 17th of the month Oh, oh Rui Gold Technology Co., Ltd. disclosed that its subsidiaries Bena Hong Kong, the controlling subsidiary, plans to sell its 80% stake in Bena Belgium to Rexam Limited。 The most prominent number in the announcement is the one assigned to the target company1.38 Billion euros overall enterprise value， The basic consideration corresponding to 80% equity is 110.4 million euros.

But it needs to be clarified that this figure reflects more of the nominal enterprise value rather than the final cash recovery amount. According to the transaction arrangement, the final consideration needs to be adjusted based on cash, liabilities, and working capital on the delivery date, and the expected adjusted transaction amount range is only 50-60 million euros.

That is to say, after deducting net debt, there is a significant gap between the enterprise value and the actual cash received.

This gap itself has outlined the core characteristics of Benelux Belgium as a European manufacturing asset: its asset size is not small, but its capital structure is heavy and its cash elasticity is limited.

Target asset operating condition: improved profitability, but difficult to conceal structural pressure

Bene Belgium was founded in 2019 and specializes in the production and sales of two-piece metal cans. It is one of the important manufacturing platforms for Origen's expansion in Europe in recent years. From the operational data, its business is not a loss making asset.

2024 In the year, Bene Belgium achieved a revenue of 91.05 million euros and a net profit of 1.79 million euros;

2025 In the first half of the year, the operating revenue was 53.89 million euros, and the net profit increased to 4.93 million euros, indicating a significant improvement in profitability compared to the previous year.

But if the asset liability structure is further dismantled, the inherent pressure is also clear. As of the end of June 2025, Benelux Belgium had total assets of approximately 197 million euros, total liabilities of approximately 173 million euros, and net assets of only 24.28 million euros.

The structure of high debt and low net assets means that even if profits recover, its sustainability and risk resistance are still limited.

In the highly mature and competitive market environment of European two-piece cans, these assets are more like "stable operating heavy assets" rather than expansion platforms with high growth elasticity.

Pricing and recovery mechanism: Under the assumption of income approach, cash safety is prioritized

From the perspective of valuation methods, this transaction mainly adopts the income approach, supplemented by the market approach. The income approach selects a discount rate of 9% to 10%, and under the assumption of low inflation and sustainable operation, the estimated enterprise value range is 120 million to 150 million euros, and the final negotiated value is 138 million euros.

But the transaction terms also emphasize that by systematically deducting net debt and working capital, the underlying consideration will be significantly compressed to the range of 50-60 million euros. This arrangement reflects the high importance that both parties attach to the certainty of cash recovery in the transaction, and also indirectly indicates that the future cash flow of the target company is not completely 'risk-free'.

In other words, this is a transaction that is neutral in valuation and clearly conservative in payment structure.

Change of Control: From Core Overseas Assets to Financial Participation

After the transaction is completed, Rexam Limited will hold 80% equity of Bene Belgium, while Bene Hong Kong will retain 20% equity. This means that Origen will transition from being an absolute controlling shareholder to a non consolidated financial shareholder.

Rexam Limited As a subsidiary of Ball Corporation, which indirectly holds 2.29% of Origen's shares through financial institutions, the two parties have had multiple asset level collaborations in China, Asia Pacific, and the Middle East.

However, it cannot be ignored that the substantial transfer of control will no longer be dominated by Origen in terms of the future operational pace, capital expenditure, and production capacity arrangements of Benelux Belgium. Its strategic position in the group's overseas manufacturing system has also changed accordingly.

Compliance and Process: Clear progress of transactions, but uncertainty still exists in their completion

From a procedural perspective, this transaction has been reviewed by the board of directors of Origen and does not constitute a significant asset restructuring or related party transaction, and has obtained German antitrust approval. Previously, due to the involvement of trade secrets, the company lawfully processed a temporary suspension of disclosure procedures.

The announcement also reminds that the transaction still needs to complete steps such as price payment and asset delivery, and there is still some uncertainty in the final completion. This is also a common risk warning in cross-border manufacturing asset transactions.

Realistic impact on Origen: Improving cash, but difficult to call a fundamental repair

In terms of financial background, in the first three quarters of 2025, Origen achieved a revenue of 18.346 billion yuan and a net profit attributable to the parent company of 1.076 billion yuan. The company estimates that the disposal proceeds generated from this transaction will exceed 10% of the latest audited net profit.

This means that the transaction has a one-time positive contribution to the income statement in the short term. However, structurally speaking, this improvement does not come from endogenous growth in the main business, but rather from selling overseas assets for cash and financial flexibility.

At the same time, as Bene Belgium no longer merges, Origen's scale and direct control capabilities in the European two-piece canning end will also decrease simultaneously.

Returning to the essence: a defensive overseas asset rebalancing

Based on the comprehensive transaction price, asset quality, pricing method, and changes in control, this sale is more like a defensive overseas asset rebalancing behavior

Its core lies not in expansion, but in reducing the proportion of high debt and heavy assets, recovering cash, simplifying management structure, and retaining certain cooperation and equity participation space on this basis.

Against the backdrop of the global metal packaging industry gradually entering stock competition and an extended capital return cycle, such adjustments are not radical but realistic enough.