THEON International Plc has entered into an exclusivity agreement with Carlyle to acquire SAS Stéropès, the holding company of HGH Systèmes Infrarouges (HGH), for an enterprise value of approximately €300 million. The acquisition will broaden THEON's Multi-Domain ISR (Platform Electro-Optics) product portfolio and its counter drone (C-UAS) solutions, supported by HGH's proprietary ITAR-free technology with unique and patented AI features. This move is a significant milestone in THEON's strategy to establish itself as a leader in platform electro-optics, following previous acquisitions and investments in the sector.

HGH designs, develops, assembles, and markets electro-optical and infrared solutions for defense and civil applications. Founded in 1982 in France, the company employs more than 130 people with a primary focus on R&D. HGH has a revenue growth trajectory of ca. 30% CAGR since 2023, with c. €40 million in revenues and an EBITDA margin in excess of 40%. At the time of the agreement, HGH held an order backlog of c. €70 million.

Deal Structure and Financial Impact

THEON is to acquire 100% of HGH at a mid- to high-teens EV/EBITDA multiple pre-synergies and at c. 10x post the full impact of run-rate synergies by year 2 to 3. The acquisition is expected to be EBITDA margin accretive and mid-single-digit EPS accretive in 2027. The transaction will be financed with a bridge facility provided by BNP Paribas, intended to be fully refinanced with debt, with no equity capital increase expected.

Strategic Rationale and Execution

The agreement reinforces THEON's strategic commitment to France, expanding its industrial base and strengthening connections to French supplier and customer communities. France will serve as an export hub and AI R&D center for THEON, leveraging HGH's capabilities. Post-closing, HGH's management team and employees will remain and be incentivized to drive business performance.

Christian Hadjiminas, Founder and CEO of THEON, highlighted the strategic importance of the deal: "This milestone marks the next step in strengthening our export-oriented presence in France and accelerating our expansion into Multi-Domain ISR. HGH is a European pioneer, with a unique offering of high-performance systems with embedded AI capabilities."

Vincent Leboucher, President and CEO of HGH, expressed confidence in the partnership: "We are excited to be in exclusive discussions to join forces with THEON to bring HGH's unique products and capabilities to a broader universe of customers around the world."

Transaction Timeline and Advisors

Execution of the Share Purchase Agreement will follow completion of the statutory works council (CSE) process. Closing is subject to customary conditions, including regulatory approvals, and is expected by Q4 2026. Rothschild & Co is acting as sole financial advisor to THEON, PwC performed Finance, Tax, and Legal Due Diligence, and Bredin Prat is acting as lead counsel.

THEON will publish its Q2 2026 Trading Update on 27 July 2026, after market close.

Safran Electronics & Defense and Theon International Plc have signed a Memorandum of Understanding to establish a joint venture dedicated to the design, development, and commercialization of airborne electro-optical and infrared systems for unmanned aerial vehicles. The partnership, announced on 15 June 2026 at EUROSATORY in Paris, aims to fast-track the fielding of next-generation optronic solutions. The joint venture will focus on small gimbals weighing less than 8 kilograms to address the growing demand for intelligence, surveillance, reconnaissance (ISR), and targeting capabilities in defense and security markets.

The collaboration combines the complementary strengths of both companies. Safran Electronics & Defense contributes its leadership in ISR and electro-optical systems, including expertise in stabilized gimbals. THEON brings its know-how in advanced sensors and electro-optical technologies. Together, the partners aim to deliver platform-agnostic solutions spanning the full spectrum of operational needs for affordable mass deployment systems.

Alexandre Ziegler, Head of the Defense Business Unit at Safran Electronics & Defense, stated that the partnership reinforces the company's leadership in electro-optical systems. He added that the move accelerates the development of next-generation, platform-agnostic solutions and marks a concrete step in strengthening Europe's technological sovereignty in a critical defense domain.

Christian Hadjiminas, Founder and CEO of THEON, described the agreement as a milestone move for the company. He noted that the partnership brings together THEON's strengths with those of a global leader in one of the fastest-growing segments of the defense market.

Key Partnership Details

About the Companies

THEON GROUP develops and manufactures night vision and thermal imaging systems for defense and security applications. Established in 1997, the company has a global presence with subsidiaries and production facilities in Greece, Cyprus, Germany, the Baltics, the United States, the Gulf States, Switzerland, Denmark, Belgium, Singapore, and South Korea. THEON INTERNATIONAL PLC has been listed on Euronext Amsterdam (AMS: THEON) since February 2024.

SAFRAN is an international high-technology group operating in the aviation, defense, and space markets. The company reported revenue of 31.3 billion euros in 2025 and holds global or regional leadership positions in its core markets. Safran Electronics & Defense, a subsidiary, designs and manufactures equipment and services for civil and military clients across land, sea, air, and space domains.