THEON Partners with HGH Systèmes Infrarouges: Paving the Way for Enhanced ISR and Counter-UAS Solutions
Theon International Plc Expands Horizons with Acquisition of SAS Stéropès
Theon International Plc (THEON) has officially entered an exclusivity agreement with Carlyle for the acquisition of SAS Stéropès, the parent company of SAS HGH Systèmes Infrarouges (HGH), valued at approximately €300 million.
HGH specializes in the design, development, assembly, and marketing of electro-optical and infrared systems tailored for both defense and civil applications. Established in 1982 in France, the company boasts a robust workforce of over 130 professionals, with a keen focus on R&D.
HGH operates with a flexible, IP-driven business model that aligns perfectly with THEON’s strategic goals. This acquisition aims to expand THEON’s Multi-Domain ISR (Platform Electro-Optics) product range and enhance the company’s counter-drone (C-UAS) offerings, backed by innovative detection and classification capabilities using HGH’s proprietary ITAR-free technology and unique AI features.
This acquisition represents a pivotal moment in THEON’s ambition to dominate the platform electro-optics sector. It builds on previous milestones, including the acquisition of Kappa Optronics, recent order increases, investments in ShockEOS, and the award of THEON’s PHYLAX gimbal by Rheinmetall, alongside a joint venture with Safran to develop Unmanned Aerial System (UAS) electro-optics. These developments highlight THEON’s effective approach in generating significant commercial outcomes, and integrating HGH is set to substantially enhance revenue and profitability from Multi-Domain ISR.
The agreement further solidifies THEON’s strategic commitment to France, significantly broadening its industrial capabilities and reinforcing relationships within French supplier and customer networks. France is poised to become a critical export hub for THEON, as well as an AI R&D center leveraging HGH’s existing AI strengths.
Deal Structure Insights
The acquisition involves THEON purchasing 100% of HGH at a mid- to high-teens EV/EBITDA multiple before synergies, transitioning to approximately 10x post-synergy impacts by year 2 or 3. The deal is anticipated to positively affect EBITDA margin and achieve mid-single-digit EPS growth by 2027.
HGH currently generates around €40 million in revenue and has an impressive growth trajectory of approximately 30% CAGR since 2023, alongside an EBITDA margin exceeding 40%. At the time of the agreement, HGH held an order backlog of about €70 million. After closing, the existing management and workforce will continue with HGH and remain motivated to drive outstanding business results.
This transaction will be financed through a bridge facility provided by BNP Paribas, which will be refinanced with long-term debt, eliminating the need for equity capital increases.
Christian Hadjiminas, Founder and CEO of THEON, stated: “This milestone symbolizes the next phase in fortifying our export-driven footprint in France and expediting our growth in Multi-Domain ISR. HGH stands as a European leader, offering high-performing systems infused with AI capabilities. At THEON, we’re establishing a European defense electro-optics champion by harmonizing man-portable and platform-based systems into a cohesive ecosystem that boosts situational awareness and empowers advanced decision-making for our clientele.”
Vincent Leboucher, President and CEO of HGH, expressed: “We are thrilled to be in exclusive discussions to unite with THEON, extending HGH’s unique offerings to a wider audience globally. The management at HGH fully supports THEON’s strategic vision and is confident about expanding our commercial reach while driving R&D synergies. Like THEON, HGH emphasizes innovation and is committed to exceeding customer expectations—we eagerly anticipate the synergy of our collaboration.”
Rothschild & Co is serving as the sole financial advisor to THEON, while PwC conducted financial, tax, and legal due diligence, and Bredin Prat is acting as lead counsel.
The execution of the Share Purchase Agreement will occur following the completion of the statutory works council (CSE) process. Closing hinges on standard conditions, including regulatory approvals, and is expected to finalize by Q4 2026.
