NRC Group ASA ("NRC Group" or the "Company") has on 30 March 2017 entered into a binding term sheet with the shareholders of the railway infrastructure and signal company Signal & Banbyggarna i Dalarna Aktiebolag ("SBB") to acquire all shares in SBB.
SBB carries out construction work and project- and site management within railway infrastructure and signalling, as well as groundwork. The company currently has some 90 employees, with knowhow and extensive experience from project management. NRC Group knows the company well from cooperation on several projects and the experienced management team will strengthen the Swedish organisation and bring desired capabilities to the group within its core segments.
The acquisition of SBB improves the competitiveness of NRC Group's Swedish operations. It will widen the geographical footprint to include Stockholm, Skåne and Northern Sweden, adding to NRC Group's already established position in the regions of Karlstad and Gothenburg.
"SBB is an excellent addition to our Swedish operations. They strengthen our position as a turnkey entrepreneur within railway infrastructure services. Together we will now effectively cover the whole Swedish market," said Øivind Horpestad, the CEO of NRC Group.
A new transport package for the central Stockholm, including a new subway line and a new railway tunnel, which would connect more than 100,000 new homes in the Capital, has been approved. The package is expected to cost about SEK 25 billion, with all projects initiated by 2026. The unified NRC Group and SBB would be well positioned to participate in this development.
The CEO of SBB, Pär Opard, is an engineer with 35 years of experience from the infrastructure sector, and will become a member of the Swedish management. He has mainly focused on business development and project management. He has held leading positions at companies such as Vägverket Konsult, EQC Group, ÅF Infrastructure, representing both the public sector and private companies. SBB was founded in 2006 and the company has an established organization with significant experience within project management, and offers the full width of specialized railway services including groundwork, signal & telecom, electro, safety, track and machines. SBB is located at six offices in Sweden. The current board of directors of SBB consists of Pär Mikael Larsson, Ulf Åke Aronsson, Anders Jonas Friberg and Pär Mikael Opard.
The terms are set on a cash and debt free, and normalized working capital, basis. The agreed enterprise value is an estimated SEK 115.0 million, based on an estimated EBITDA for 2017 of SEK 23.0 million multiplied by a factor of 5. The purchase price will be settled by a combination of cash and NRC Group shares. The final purchase price will be determined after closing based on the actual level of cash, debt and any deviation from normalized working capital.
The purchase price will be settled 65% in cash and 35% by the issue of NRC Group shares at a price of NOK 58 per share (the "Consideration Shares"). Of the cash consideration, SEK 7.5 million will be placed in escrow. The escrow amount, together with SEK 15.5 million in Consideration Shares, will for a specific time period serve as security for any claims NRC Group may have against the sellers under the share purchase agreement.
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 18 months, 1/3 for 24 months and the last 1/3 for 36 months after the closing date.
The sellers of SBB have guaranteed a minimum EBITDA in 2017 of SEK 23.0 million. SBB's order book by year-end 2016 was SEK 110.0 million. The transaction is expected to be completed by end of May 2017.
The following table provides key financial information for SBB:
|FY 2016 (unaudited)||FY 2015|
|EBIT margin (%)||8.1%||7.6%|
|Cash and cash equivalents||1.4||7.8|
SBB will be organized as a separate subsidiary under Nordic Railway Construction AB, 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 SBB or the NRC Group 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.no/.
About Signal & Banbyggarna i Dalarna AB
SBB was founded in 2006 and is a Swedish entrepreneur within railway infrastructure, signalling and groundwork. SBB provides project management services, specializing within railway and groundwork. The Company is headquartered in Stockholm and had a revenue of SEK 271 million in 2016. For more information: www.signal-banbyggarna.se 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