THEON International Plc announced total new order intake of approximately €70 million on June 22, 2026, strengthening its position in the defense sector. A significant portion of this intake comes from Rheinmetall for the Bundeswehr’s Future Soldier program (Infanterist der Zukunft - IdZ), comprising a new firm order and exercised options for products from its A.R.M.E.D ecosystem portfolio. This development underscores THEON’s ambition to lead in Augmented Reality (AR) applications for soldiers, with potential for additional orders later in the year through further exercised options.

Order intake accelerated in the second quarter, reaching approximately €153 million with an additional €27 million in options. This brings total year-to-date order intake to around €223 million, alongside a further €68 million in options. These figures include the full consolidation of Kappa and Harder Digital order intake. THEON anticipates further acceleration in the second half of the year, particularly towards the end of Q4, aligning with typical business seasonality. The company reiterated its guidance of maintaining an organic book-to-bill ratio above 1.0x for FY 2026.

Philippe Mennicken, Deputy CEO and Business Development Director of THEON, stated that the new orders showcase customers’ conviction in THEON’s innovative capabilities and reflect strong trust in its technological expertise and execution capabilities.

Strategic Acceleration

THEON has advanced its entry into drone technologies through a Memorandum of Understanding (MoU) with Safran to form a joint venture (JV). The JV will be 51% controlled by THEON and 49% by Safran, with equal 50/50 governance rights. The CEO role will rotate between the two companies every three years, with the first appointment held by THEON. Part of the JV’s activities will be based in Greece to maintain the Group’s operational base and low-cost competitive advantage.

Additionally, THEON entered an initial agreement to acquire HGH Systèmes Infrarouges (HGH) for an enterprise value of approximately €300 million, marking its entry into counter drone systems. HGH’s AI software is expected to generate synergies across THEON’s platform-based products and man-portable systems. The acquisition is expected to be entirely debt-funded, with leverage reaching a pro-forma level of approximately 3.0x net-debt to EBITDA before lowering to approximately 2.5x by 2027.

Order Intake Summary

Alongside investments in MERIO and Twin Prime this quarter, these strategic moves continue THEON’s push to broaden its capabilities in platform-based products and diversify revenue streams.

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.