NRC Group ASA ("NRC Group" or the "Company") has on 29 June 2017 agreed to acquire 100% of the construction company Alti Bygg og Anlegg AS ("Alti") for a total consideration of NOK 200 million in a combination of cash and NRC Group shares.
In 2016, Alti had revenues of NOK 186.3 million and EBITDA result of NOK 27.3 million. It is expected that Alti will deliver revenues and results for 2017 in line with FY 2016.
The purchase price is based on Alti having no debt and has had an average level of cash during the last six months of minimum NOK 35 million at closing, which implies an EV of NOK 165 million. In the event of shortfall in the actual level of average cash, the purchase price will be adjusted. The purchase price is based on the audited and approved accounts of Alti for the fiscal year 2016.
Assuming no adjustment, the purchase price will be settled 50% by payment of NOK 100 million in cash on closing and the remaining 50% of the purchase price of NOK 100 million will be settled by issuance of 1,724,137 shares in the Company at a price of NOK 58 per share (the "Consideration Shares"). The Consideration Shares are subject to a lock-up period, whereby 1/3 of the Consideration shares are subject to a lock-up undertaking of 24 months, 1/3 for 30 months and the last 1/3 for 36 months after the closing date. The transaction is expected to be completed during July 2017.
Alti carries out ground and construction work, as well as project- and site management, within both private and public sector. The company has employees with extensive experience from project management and previous leading positions within AF Gruppen. The acquisition of Alti will further strengthen the competitiveness of NRC Group's Norwegian operations in the growing rail infrastructure market where project management, ground and construction expertise is key. The project management expertise from Alti, will complement the existing knowhow and capacity of NRC Group. It will further strengthen NRC Group's overall capabilities, enabling the company to undertake larger and more complex projects also simultaneously.
"We are very happy to have Alti on our team. The company has delivered good results over time and has a culture and core values that coincide with ours. This acquisition is in accordance with our strategy which implies growth initiative in Norway", says Øivind Horpestad, CEO of NRC Group ASA.
The indirect sellers of Alti (owning Alti through holdings in A.K Invest AS) are the founders of the company and key employees, with LGA Holding AS and E.K Holding AS being the largest owners (38.75% and 38.75% of the shares, respectively). Lars Gunnar Andersen, the current CEO and chairman of the board of Alti, will be part of the management team of NRC Norway.
Lars Gunnar Andersen has held leading positions at AF Gruppen and has a master degree in engineering from NTNU and an executive degree from INSEAD.
The following table provides key financial information for Alti: (NOK million)
|FY 2016||FY 2015|
|EBITDA margin (%)||14.6||18.1|
|EBIT margin (%)||14.5||18.0|
|Cash and cash equivalents||58.0||58.5|
Alti will be organized as a separate subsidiary under NRC Norge AS, a wholly owned subsidiary of NRC Group ASA.
There are no special agreements or arrangements that have been or will be entered into with the directors or executive management of Alti or the Company in connection with the transaction.
For further information, please contact CEO Øivind Horpestad, telephone: +47 91 00 06 26.
About NRC Group ASA: NRC Group is a leading contractor within railway infrastructure in Norway and Sweden. The company is a supplier of all track-related infrastructure services, including groundworks, specialized track work, safety, electro, telecom- and signalling systems. The company works within rail, metro, tram segments and close related infrastructure. NRC Group has experienced significant growth since its inception in 2011 and has a vision of becoming the leading Nordic entrepreneur within railway infrastructure. For more information: www.nrcgroup.com.
About Alti Bygg og Anlegg AS Alti is an entrepreneur within ground and construction work in Norway. Alti provides engineering and project management, specializing in ground and concrete construction work. The Company is headquartered in Mandal.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
+47 91 74 15 92henning.olsen[at]nrcgroup.com