Endúr ASA (OB:ENDUR) completed the acquisition of Artec Aqua AS from Bjørn Finnøy, Victor Fiveland and Bjørnar Flem for approximately NOK 700 million.
March 11, 2021
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Endúr ASA (OB:ENDUR) entered into an agreement to acquire Artec Aqua AS from Bjørn Finnøy, Victor Fiveland and Bjørnar Flem for NOK 690 million on January 11, 2021. Under the terms of the Agreement, Endúr will acquire 100% of the shares in Artec Aqua, based on an enterprise value of NOK 600 million, which corresponds to an equity value of NOK 690 million. The purchase price will be settled by NOK 345 million in cash and NOK 345 million in Endúr shares at a subscription price of NOK 1.1861 per share. Artec Aqua is owned jointly 33.3% each by the three co-founders, head of sales, Bjørn Finnøy; R&D manager, Victor Fiveland; and head of sourcing & logistics, Bjørnar Flem. All three will continue in their current roles and re-invest 50% of the total purchase consideration in Endúr shares, thereby demonstrating their buy-in to Endúrs vision and continued commitment to Artec Aqua. The cash part of the transaction is fully funded through a long term debt facility offered by a leading Norwegian bank and by an undertaking from the majority shareholders of Endúr, Songa Capital AS, Tigerstaden Marine AS, Middelborg Invest AS, Bever Holding AS and Gimle Invest AS to make available a shareholder loan in the aggregate amount of NOK 102 million against a guarantee provision of 2% of such commitment. The bank facility together with the financing from existing shareholders will fully fund the cash part of the transaction. Endúr will also consider other financing options to finance the cash part of the transaction and has engaged Arctic Securities AS, Pareto Securities AS and SpareBank1 Markets AS in that respect. As of February 22, 2021, Endúr has issued a bond loan totalling NOK 1.10 billion that expires in 2025. It will be used for financing acquisitions of Norwegian supplier of aquaculture solutions Artec Aqua and Swedish marine engineering and consulting services Marcon Gruppen, as well as refinancing of existing debts. Artec Aqua will continue to operate in the market under its current brand name. Completion of the transaction is subject to customary closing conditions, including competition clearance, approval by the board of directors of Endúr and Artec Aqua, approval by an extraordinary general meeting in Endúr, change of control consents from Artec Aquas contracting parties, as well as none of the parties being in material breach of the agreement. The transaction is expected to be closed by mid of February 2021. Wikborg Rein Advokatfirma AS has acted as Endúrs legal adviser for the transaction. Sparebank 1 SR-Bank Markets acted as financial adviser and SANDS Advokatfirma DA acted as legal adviser for Artec Aqua and its shareholders for the transaction. As of February 26, 2021, Artec Aqua reported revenue of NOK 637 million and EBITDA of NOK 64 million, for the year 2020. The transaction is expected to close on or about March 12, 2021.
Endúr ASA (OB:ENDUR) completed the acquisition of Artec Aqua AS from Bjørn Finnøy, Victor Fiveland and Bjørnar Flem for approximately NOK 700 million on March 12, 2021. The purchase price will be settled by NOK 352.3 million in cash and 296,128,789 new shares in Endúr at a subscription price of NOK 1.1861 per share. As of December 31, 2020, Artec Aqua AS had total assets of NOK 200.8 million and net assets of NOK 70.9 million.
Endur ASA, formerly Bergen Group ASA is a Norway-based supplier of construction and maintenance projects. The Company delivers also services, and solutions for marine infrastructure, including facilities for land-based aquaculture, quays, harbors, dams, bridges and other specialized concrete and steel projects. Endur ASA consists of three reportable segments: Marine Infrastructure, that consists of Installit AS, among others, an engineering and technology company providing project management and engineering services within subsea cable installation and marine operations for the marine and renewables industries; Aquaculture Solutions that consists of Endur Sjosterk AS, among others, that manufactures floating concrete structures largely by way of feed barges for the aquaculture industry, and Other, that comprises Endur Maritime AS, Endur AAK AS and Endur ASA.
Endúr ASA (OB: ENDUR) completed the acquisition of Artec Aqua AS from Bjørn Finnøy, Victor Fiveland and Bjørnar Flem for approximately NOK 700 million.