Mercor S.A. enters a new stage of development

For over 35 years, Mercor S.A. has been setting standards in fire safety across Poland and Europe. Built from the ground up, the company has become one of the market leaders in fire protection systems, delivering solutions that protect life and property in thousands of facilities across the continent. This legacy is founded on strong fundamentals and a forward-thinking approach that stays ahead of industry trends.

A new chapter in this story begins with the strategic investment of the Kingspan Group, a leading global provider of insulation technologies and complete building system solutions. On October 1, 2025, the transaction was finalized under which Kingspan acquired the gravity smoke ventilation and natural smoke extraction business, together with the Mercor brand, which will continue to be developed in international markets. The Mercor brand retains its identity and values built over decades.

The remaining areas of the group’s operations will be continued and further developed by mcr S.A., a company rooted in Mercor’s extensive experience, now operating under a new brand with its own strategy and ambitions aligned with the challenges of modern construction.

The completion of the transaction was preceded by the conclusion, on October 1, 2025, of an addendum to the preliminary agreement for the sale of shares in MERCOR Group companies, originally signed on November 22, 2024, between the Company and Kingspan société à responsabilité limitée (“Investor”), a subsidiary of Kingspan Group Plc (“Agreement”). Under this addendum, in addition to the Investor, other subsidiaries of Kingspan Group Plc—namely Kingspan Holdings Spain S.L.U. and Kingspan Water & Energy sp. z o.o.—became parties to the Agreement. The addendum also modifies the method for calculating the purchase price for the shares in MERCOR’s subsidiaries included in the Transaction.

Under the Agreement, the Investor is obligated to pay the Company up to PLN 420 million as the purchase price for shares in MERCOR subsidiaries covered by the Transaction. A portion of the price, up to PLN 90 million, is deferred and contingent upon achieving specified consolidated EBITDA thresholds for the twelve-month period ending March 31, 2026, generated by these companies.

Upon achieving the target EBITDA threshold, MERCOR will receive the relevant portion of the deferred price, depending on the amount by which EBITDA exceeds the specified threshold, taking into account the multipliers agreed by the parties, but not exceeding PLN 90 million. If the EBITDA does not exceed the threshold defined in the Agreement (as amended by the addendum), the Company will not receive any additional payment under the deferred consideration.