ENDÚR ASA HIGHLIGHTS o Endúr ASA ('Endúr') has entered into an agreement to acquire Marcon-Gruppen i Sverige AB ('Marcon'), a multi-service marine infrastructure provider with strong foothold in Sweden o Through the acquisition, Endúr realises its ambition of becoming the leading player within the Nordic marine infrastructure market o Marcon has delivered consistent revenue growth and strong EBITDA margins at ~20% over the last six years o For the calendar year 2020 Marcon delivered revenues of SEK 441 million and an EBITDA-result of SEK 105.9 million, equivalent to an EBITDA-margin of 24 percent o The Marcon acquisition is the third under Endúr's new growth strategy, following the recently announced acquisitions of Artec Aqua and BMO Entreprenør o Endúr's proforma revenues for 2020 will exceed NOK 2 billion following the acquisition, more that one year ahead of plan o The transaction is priced at an LTM EV/EBITDA multiple of 4.3x, hence highly accretive for Endur's shareholders 2 February 2021 - Marine infrastructure group Endúr has today entered into a share purchase agreement with Jörn Ryberg Holding AB og Cygnus Olor AB to acquire 100 percent of the shares in Marcon, a leading Swedish company engaged in marine infrastructure and civil engineering activities. Reference is also made to the stock exchange announcement dated 29 January 2021 which addressed this potential acquisition. 'Marcon is a robust, fast-growing and highly profitable business. While Endúr holds a strong position within marine infrastructure in Norway, Marcon has an even stronger foothold within this segment in Sweden. The strategic fit is therefore excellent. I am delighted that Marcon becomes part of Endúr, allowing us to realise our Nordic market leader ambition,' says Hans Olav Storkås, CEO of Endúr. Strong industrial synergies Marcon was established by Jörn Ryberg in 1982 and has since grown to become a market leader within marine infrastructure in Sweden. The company performs a range of services connected to marine infrastructure construction and marine services, as well as other adjacent services including hydrographical services, dredging, rentals, inspections and diving. Marcon serves both as independent contractor and subcontractor in construction projects and other services. Its HQ is in Ängelholm with offices in Stockholm, Malmö, Gothenburg, Sölvesborg and Härnösand. The group operates in the Swedish market under the brands Swedish Sjöentrepenad (SSE), Marcon Teknik (MTE), Frog Marine Service (FMS), SVENTAB and Marcon Windpower. In addition to adding a solid Swedish arm to the group, Endúr and Marcon see great synergy potential between the two companies. For example, by combining the capacity of the two companies, it is possible to replace subcontractors with in-house capabilities - both in the marine infrastructure market and the aquaculture segment - to propel revenue and profitability. 'By combining our capacity, we will not only increase utilisation of assets and personnel, but also enable us to win large tender contracts within the marine infrastructure market,' adds Hans Olav Storkås. Impressive financial results For the calendar year 2020 (Marcon's fiscal year runs from September to August), Marcon delivered revenues of SEK 441 million and an EBITDA-result of SEK 105.9 million (Reported SGAAP figures added operational leasing costs), equivalent to an EBITDA-margin of 24 percent. Over the past six years, Marcon has delivered consistent strong EBITDA margins at approximately 19-21 percent (Reported SGAAP figures added operational leasing costs) with EBIT margins at 8-10 percent in the same period. As of October 2020, Marcon had an order backlog of SEK 407 million spread across a very diversified and robust project portfolio. 'The owners and management of Marcon are inspired by Endúr's growth plans and ambition level. Moreover, we believe Marcon is a good fit for Endúr's targeted marine infrastructure segments. We will strengthen the group's portfolio within construction and maintenance of harbours and quays, sea cables and pipeline installation, plus underwater services. We look forward to capitalising on this opportunity together,' says Jörn Ryberg, group CEO of Marcon. The transaction Under the terms of the share purchase agreement, Endúr will acquire 100 percent of the shares in Marcon based on an enterprise value of SEK 460 million, which corresponds to an equity value of SEK 400 million. The purchase price will be settled by SEK 260 million in cash and SEK 140 million in Endúr shares at a subscription price of NOK 1.3308 per share. The sellers have accepted lock-up obligations on the Consideration Shares vesting over a 24 months' period. Completion of the acquisition is subject to approval by the general meeting of Endúr and that Endúr has obtained sufficient financing of the cash part of the acquisition. Endúr aims to finance the cash consideration with long-term debt in the form of bank or bond loans on competitive terms from one or more third parties. Arctic Securities is acting as financial advisor and Wikborg Rein Advokatfirma AS is acting as legal advisor to Endúr in connection with the acquisition. The transaction is expected to be closed by end-March 2021. For further information, please contact: Media Hans Olav Storkås, CEO of Endúr, tel: +47 901 22 744 Øivind Horpestad, Chairman Endúr, tel: +47 910 00 626 Investors Lasse B. Kjelsås, CFO of Endúr, tel: +47 908 49 772 Øivind Horpestad, Chairman Endúr, tel: +47 910 00 626 This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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Endur ASA published this content on 02 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 February 2021 07:39:04 UTC.
