Acquisition of David Brown Santasalo SARL by Stellex Capital Management LLC via its wholly owned subsidiary, Gear Bidco SARL: notice of final order
Published 22 February 2023
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1. The Secretary of State has made a final order pursuant to section 26 of the National Security and Investment Act 2021 (“the Act”), which comes into force on the date on which the acquisition is completed.
2. The Parties who are subject to the order are:
i. STELLEX CAPITAL MANAGEMENT LLC;
ii. STELLEX CAPITAL MANAGEMENT UK LLP;
iii. GEAR BIDCO S.À.R.L.;
iv. DAVID BROWN SANTASALO S.À.R.L.;
v. DAVID BROWN SANTASALO UK LIMITED.
3. Stellex Capital Management LLC will gain control of the qualifying entity, David Brown Santasalo S.à.r.l., via its wholly owned subsidiary Gear Bidco S.à.r.l., upon completion by increasing the percentage of shares held in David Brown Santasalo S.à.r.l. from less than 75% to 75% or more (“the Acquisition”).
4. The Acquisition constitutes a trigger event under section 8(2)(c) of the Act.
5. The Secretary of State considers that a risk to national security will arise from this trigger event as a result of the potential impact on the UK’s critical national security and defence capabilities if David Brown Santasalo’s UK facility
i. were to be relocated outside of the UK, and/or
ii. were to reduce its production capability.
6. The final order has the effect of requiring Gear Bidco S.à.r.l. to maintain continuity of supply in respect of critical Ministry of Defence programmes and ensures that the capability necessary to maintain that continuity of supply is retained in the UK.
7. The Secretary of State considers that the final order is necessary and proportionate to mitigate the risk to national security.