Endúr : Endúr ASA drives Nordic consolidation strategy by acquiring Artec Aqua AS

11 January 2021 - Marine infrastructure group Endúr has today entered into a share purchase agreement with Artec Holding AS, as seller, for the acquisition of Artec Aqua. Artec Aqua is a turnkey supplier of process facilities and solutions to the onshore aquaculture industry - both within smolt, broodstock and grow-out facilities. Endúr estimates that it will reach its 2022 revenue target earlier than previously announced.

'We recently acquired BMO Entreprenør, partly to strengthen our ability to take on larger marine construction projects within land-based aquaculture. The acquisition of Artec Aqua immediately gives us an even firmer stronghold in this highly attractive and fast-growing market. There are also clear strategic synergies between Artec Aqua and Endúr's business that we aim to take advantage of,' adds Hans Olav Storkås, CEO of Endúr.
'The combination of the Artec Aqua acquisition and promising dialogue with other acquisition targets means that Endúr is likely to reach our earlier communicated 2022 revenue and margin targets already in 2021,' says Hans Olav Storkås.

NOK 2-2.5 billion revenue ambition
In June last year, Endúr announced a change of strategic direction for the company, identifying the marine infrastructure and the aquaculture sectors as its core growth areas. At the same time, Endúr announced an ambition to build a NOK 2-2.5 billion revenue company within 2022, delivering 10-12 percent EBITDA-margin. The key driver for reaching these objectives is an accretive acquisition and consolidation strategy.

Since then, Endúr has merged with marine infrastructure company Oceano AS and acquired BMO Entreprenør AS, 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.

'In addition to an impressive growth history, Artec Aqua has a scalable, asset-light business model characterized by an attractive cash flow profile and virtually no capex requirements. The company's management and organisation have a strong reputation in the aquaculture sector and we look forward to making the company part of the Endúr growth story,' says Hans Olav Storkås.

Acquiring a market leader
Artec Aqua was established in 2002 and is today a leading turnkey supplier of process facilities and solutions to the onshore aquaculture industry. It is the undisputed market leader for onshore broodstock facilities, and customers include the global leading salmon farming companies.

Artec Aqua is renowned for its superior water treatment solutions design, which secures fish welfare and sustainable development of the aquaculture industry. The company has the capability to deliver all available water system solutions for onshore aquaculture, including flow-through, regeneration and recirculation aquaculture systems (RAS). Artec Aqua has developed a new RAS system that has demonstrated favourable water quality and recorded stress levels among the lowest measured in onshore fish farming.

Headquartered in Ålesund, Norway, at the heart of the Norwegian fisheries and aquaculture industry, Artec Aqua employs 40 people. The company is led by managing director Ingegjerd Eidsvik.

'We are water quality specialists that since 2002 have worked systematically to develop unique solutions for the land based aquaculture industry. Our customers appreciate our ability to deliver and the fact that we are both technology and supplier neutral, always allows us to choose the solution which is optimal for our customer. We see excellent growth potential for our business and believe this can better be achieved as part of Endúr than on a stand-alone basis,' says Ingegjerd Eidsvik.

Artec Aqua has realised strong growth over several years, with a CAGR of approximately 39 percent in the financial period 2016 through 2020. For 2020, the company expect revenues of approximately NOK 625 million and an EBITDA-margin close to 10 percent. Due to its asset-light business model, the EBIT margin for 2020 is roughly 9.5 percent.

As of 31 December 2020, Artec Aqua has an order backlog of NOK 1.55 billion and a strong pipeline of sales driven by high investment levels in broodstock, smolt facilities and land based grow-out facilities both in Norway and internationally. Based on this as well as strong visibility, Artec Aqua expects high growth also in 2021.

Artec Aqua will continue to operate in the market under its current brand name.

'There is a strong market sentiment for onshore aquaculture projects that will continue to support Artec Aqua's growth development. An expected increase in grow-out facilities will accelerate this even further. The company's rock-solid market position coupled with Endúr's increasing onshore aquaculture footprint makes Endúr one of the key suppliers to the seafood industry in Norway,' adds Hans Olav Storkås.

The transaction
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 (the 'Consideration Shares').

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.

Artec Aqua is owned jointly (33,33 percent each) by the three co-founders of Artec Aqua: 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 percent of the total purchase consideration in Endúr shares, thereby demonstrating their buy-in to Endúr's vision and continued commitment to Artec Aqua. Issuance of the Consideration Shares to the seller will be subject to the necessary resolutions by the extraordinary general meeting of Endúr, expected to be held on or about 12 February 2021. Shareholders holding in aggregate 59% of the shares in Endúr have undertaken to vote in favour of the transaction in the upcoming EGM. The sellers have accepted lock-up obligations on the Consideration Shares vesting over a 24 months' period. The Consideration Shares will be issued on a separate ISIN awaiting approval of a prospectus or an exempted document. The Consideration Shares will otherwise have the same rights as the Company's ordinary shares.

Completion of the transaction is subject to customary closing conditions, including but not limited to 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 Aqua's 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-February 2021.

Wikborg Rein Advokatfirma AS has acted as Endúr's 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.

ENDS
For further information, please contact:

Media

Øivind Horpestad, chairman of Endúr, tel: [phone]

Hans Olav Storkås, CEO of Endúr, tel: [phone]

Investors

Lasse B. Kjelsås, CFO of Endúr, tel: [phone]

About Endúr ASA
Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance projects and services for marine infrastructure, including facilities for land-based aquaculture, quays, harbours, dams, bridges and other specialised concrete and steel projects. The company and its subsidiaries also offer a wide range of other specialised project and marine services. Endúr ASA is headquartered in Bergen, Norway. See www.endur.no

Artec Acua er en totalleverandør for landbasert oppdrett og har hovedkontor i Ålesund. De er nå en del av Endúr.