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• The accretive transaction is part of Endúr’s ambition of developing a NOK 2-2.5 billion company within 2022, with EBITDA margins in the range of 10-12%
19 October 2020 – Marine services group Endúr announces that it today has entered into a share purchase agreement (the “Agreement”) with Bever Holding AS (“Bever Holding”) for the acquisition of BMO Entreprenør (the “Transaction”). BMO Entreprenør is a provider of maintenance and rehabilitation services for marine infrastructure projects in Norway. The accretive acquisition is considered an important step towards the ambition of building Endúr as the leading marine service provider in Norway within 2022.
“BMO Entreprenør complements Endúr within maintenance and rehabilitation services. Through combining our competence and capacity, we will be able to take on much larger marine construction projects, for example facilities for growth segments such as land-based aquaculture and public marine infrastructure including harbours and quays along the Norwegian coastline,” says Hans Petter Eikeland, CEO of Endúr.
NOK 2-2.5 billion ambition
In June this year, Endúr announced an ambition to build a NOK 2-2.5 billion revenue company within the next two years, delivering 10-12% EBITDA-margin. The key driver for reaching these objectives is an accretive acquisition and consolidation strategy, which is also welcomed by customers of what is a highly fragmented marine infrastructure supplier market.
The first milestone under the new strategy was the merger between Endúr ASA and Oceano AS which was completed on 16 October 2020.
Complementary service footprint
Today, Endúr announces the second transaction under its ambitious growth plan; the acquisition of BMO Entreprenør, a market leader within maintenance of critical marine infrastructure such as quays, harbours, dams, bridges and other specialized concrete and steel projects to public and private customers in the Norwegian market.
Headquartered in Kongsberg, Norway, with regional offices in Askøy and Ålesund on the west coast of Norway, BMO Entreprenør employs approximately 150 employees. In 2019, the company had revenues of NOK 480 million and an adjusted EBITDA-result of NOK 62 million, equivalent to an EBITDA-margin of 13 percent.
At the end of the third quarter 2020, BMO Entreprenør had an order backlog of approximately NOK 400 million.
“BMO Entreprenør is a well-run business with niche competence that complements Endúr’s current marine services portfolio. Particularly its specialist services within quays and harbours, including associated underwater services, are an excellent complementary fit, and will allow Endúr to take on larger projects within core segments enhancing the group’s earnings capabilities,” says Hans Petter Eikeland.
The Transaction
Under the terms of the Agreement, Endúr will acquire 100% of the shares in BMO Entreprenør (including all shares held by Bever Holding and shares held by the minority shareholders), which is valued at an equity value of NOK 447,900,000 (on 100% basis) in the Transaction. The acquisition of 100 % of the outstanding shares of BMO Entreprenør will be settled by NOK 156,800,000 in Endúr shares at NOK 1,459 per share (the “Consideration Shares”), NOK 110,000,000 in a seller’s credit with maturity by end of June 2021, and NOK 181,100,000 settled in cash. Endúr considers entering into a loan facility with a Norwegian bank to finance the cash settlement in the Transaction.
Completion of the Transaction is subject to customary closing conditions, including but not limited to competition clearance, change of control consents from BMO Entreprenør’s contracting parties, approval by the general meeting of Endúr as well as none of the parties being in material breach of the Agreement.
The Agreement otherwise contains terms customary in the Norwegian market, including representation and warranties and indemnities given by Bever Holding.
Following completion of the Transaction, current majority owner (80.82%) of BMO Entreprenør, Vidar Pettersen’s Bever Holding, becomes a large shareholder in Endúr. In addition, management and key employees of BMO Entreprenør, including managing director Jeppe Raaholt, will also become shareholders in Endúr on the same terms as Bever Holding.
The Consideration Shares will be issued on completion of the Transaction using an authorisation to be proposed granted to the Board of Directors of the Company. The sellers have accepted lock-up obligations on the Consideration Shares vesting 1/3 per 12 months over a period of 36 months for sellers who are involved in day to day business (including Bever Holding and 24 months for sellers not involved in day to day business, following completion of the Transaction. The Consideration Shares will be issued on a separate ISIN awaiting approval of a prospectus or exempted document, expected to be published in the beginning of December 2020. The Consideration Shares will otherwise have the same rights as the Company’s ordinary shares.
“The owners and management of BMO Entreprenør have built up an organisation that has grown rapidly and managed to deliver solid black numbers every year since its inception in 1998. We are delighted that the key people in BMO Entreprenør believe in what we are aiming to achieve with Endúr and therefore wish to continue as both shareholders and managers. We have an ambitious growth strategy that we will continue to pursue through further accretive M&A initiatives,” says Øivind Horpestad, chairman of Endúr ASA.
BMO Entreprenør will continue to operate in the market under its current brand name.
“Endúr’s ambition of creating the leading marine service provider in Norway is something our entire team has bought into. We believe our marine infrastructure competence will provide particularly useful for the strong growth we are witnessing within land-based aquaculture and the expected increase in public sector investment to close the current maintenance gap at Norwegian ports and harbours,” says Jeppe Raaholt, managing director of BMO Entreprenør AS.
The Transaction is expected to be closed during November 2020.
Wikborg Rein Advokatfirma AS has acted as Endúr’s legal adviser for the transaction.
Pro forma adjusted EBITDA 2020
On a pro forma basis including BMO Entreprenør, the adjusted EBITDA for the company in 2020 is expected around NOK 70-80 million with a margin of 7-8%. BMO Entreprenør is expected to deliver a slightly better EBITDA-result in 2020 compared to 2019. The combined company is thus well on its way of reaching its top line and margin ambition for 2022 as earlier communicated. Endúr ASA has experienced temporary weakness in order intake due to Covid-19 and challenges related to certain projects impacting margins on a one-off basis. Due to these factors, the stand alone adjusted EBITDA for 2020 will be lower than the company estimated when presenting the merger with Oceano AS on 24 June 2020. Endúr ASA is also encouraged to see that the tendering activity in both the public and private market is picking up after a somewhat muted period related to Covid-19. Further details will be provided in the Q3 2020 report.
ENDS
For further information, please contact:
Media
Øivind Horpestad, chairman of Endúr, tel: +47 910 00 626
Hans Petter Eikeland, CEO of Endúr, tel: +47 932 08 177
Investors
Nils Hoff, CFO of Endúr, tel: +47 930 92 346
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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