0001193125-26-152920
SEC filingUL Solutions Inc. entered into a definitive agreement to acquire Eurofins Scientific SE's electrical and electronics business for approximately €575 million, expected to close in Q4 2026 subject to regulatory approvals.
UL Solutions Inc. announced a definitive Sale and Purchase Agreement through its wholly-owned Dutch subsidiary, Underwriters Laboratories Holdings B.V. (ULH), to acquire the electrical and electronics (E&E) business of Eurofins Scientific SE. This transaction targets the entire share capital of Electrical and Electronics Testing LUX Holding SARL and related subsidiaries, encompassing a global network of 44 laboratories across EMEA (25 labs), Asia-Pacific (12 labs), and the US (7 labs), including the MET Labs certification mark. The E&E business provides testing, inspection, and certification (TIC) services for electromagnetic compatibility, wireless testing, electrical safety, medical devices, and other technologies, expected to contribute approximately $200 million in 2026 revenue with a balanced geographic mix. The €575 million (US$670 million) enterprise value reflects a 14.5x multiple on estimated 2026 EBITDA including run-rate net cost synergies realizable within three years post-closing. Funding leverages cash on hand, notably proceeds from the April 1, 2026 divestiture of the Employee Health and Safety software business (funding ~30% of purchase price), and undrawn credit facility capacity, aligning with UL Solutions' strategy to focus on TIC and Risk & Compliance software. Closing is targeted for Q4 2026 but hinges on multiple regulatory hurdles including UK CMA and NSI Act approvals, HSR clearance, Finnish and Korean filings, and US DDTC notification, with a longstop date of October 13, 2027. Termination risks include a €34.5 million break fee payable by ULH for filing delays or failure to meet the longstop date, barring seller breaches. Protective measures include warranty and indemnity insurance, limited seller liability, a separation committee for operational transition, and customary covenants restricting Target Group actions pre-closing. The deal enhances UL Solutions' global footprint, accreditations, and capabilities in high-growth areas like digitization and connected products compliance, with no anticipated impact on 2026 organic growth or Adjusted EBITDA margin outlook.