Theon International Plc recently announced the signing of an exclusive agreement with Carlyle to acquire SAS Stéropès—the holding company of SAS HGH Systèmes Infrarouges (HGH)—at an enterprise value of approximately 300 million euros.
HGH designs, develops, assembles, and markets electro-optical and infrared system solutions for military and civilian applications. The company was founded in France in 1982 and currently employs more than 130 people, with a focus on research and development (R&D).
HGH has an extremely agile, intellectual property (IP)-based business model that is an excellent fit for Theon. The acquisition would expand Theon’s product portfolio in the area of multi-domain ISR (platform-based electro-optics) as well as its range of counter-UAS solutions. These solutions are based on advanced detection and classification capabilities that leverage HGH’s proprietary, ITAR-free technology as well as unique, patented AI capabilities.
This represents a significant milestone in Theon’s strategy to rapidly establish itself as a leading provider in the field of platform-mounted electro-optics. The move follows the acquisition of Kappa Optronics and the resulting growth in orders, the investment in ShockEOS —followed by Rheinmetall’s selection of Theon’s PHYLAX gimbal—as well as the joint venture with Safran to develop electro-optical systems for unmanned aerial systems (UAS). These developments demonstrate that Theon’s approach is already yielding tangible economic success; the integration of HGH would significantly increase the Multi-Domain ISR division’s contribution to Theon’s revenue and profitability.
Theon: France Becomes a Key Location
The agreement underscores Theon’s strategic commitment to France, expands its industrial base there, and strengthens ties with French suppliers and customers. France will become an important export hub as well as a center for AI research and development for Theon, building on HGH’s existing AI expertise.
Theon is acquiring 100 percent of the shares in HGH at an EV/EBITDA multiple in the mid-to-high teens (before synergy effects) or approximately ten times EBITDA once synergies are fully realized (on a run-rate basis) by the second or third year. The acquisition is expected to lead to an increase in the EBITDA margin and a rise in earnings per share (EPS) in the mid-single-digit percentage range in 2027.
HGH generates revenue of approximately 40 million euros and has recorded revenue growth (CAGR) of approximately 30 percent since 2023, with an EBITDA margin of over 40 percent. At the time of the agreement, HGH had an order backlog of approximately 70 million euros. Upon completion of the transaction, the management team and the workforce will remain with the company and will receive incentives to continue driving the strong business performance.
The transaction is being financed through bridge financing provided by BNP Paribas, which is to be fully replaced by debt. A capital increase is not planned.
Christian Hadjiminas, founder and CEO of Theon, commented: “This milestone marks the next step in strengthening our export-oriented presence in France and accelerating our expansion in the multi-domain ISR sector. HGH is a European pioneer with a unique portfolio of high-performance systems featuring integrated AI capabilities. At Theon, we are building a new leading European provider of electro-optical defense systems by integrating portable and platform-based systems into a connected ecosystem; this enhances situational awareness and provides our customers with advanced decision-making capabilities.”
Vincent Leboucher, President and CEO of HGH, commented: “We are very pleased to be in exclusive discussions to join forces with Theon to make HGH’s unique products and capabilities available to a broader customer base worldwide. HGH’s management fully supports Theon’s strategic vision and business plan and is convinced that Theon is ideally positioned to expand HGH’s commercial reach and achieve synergies in research and development. Like THEON, HGH is an innovation-driven company that places great emphasis on customer satisfaction—we look forward with great anticipation to what we can build together.” Rothschild & Co is acting as the sole financial advisor to Theon; PwC conducted financial, tax, and legal due diligence, while Bredin Prat is serving as lead legal counsel.
The share purchase agreement will be finalized following the completion of the legally required consultation process with the works council (CSE). The closing of the transaction is subject to customary conditions, including regulatory approvals, and is expected in the fourth quarter of 2026.
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