10 February 2025 – Endúr ASA (“Endúr” or the “Company”) has entered into agreements to purchase (“The Acquisitions”) 100% of the shares in (i) Total Betong AS (“Total Betong”), (ii) Igang Totalentreprenør AS (“Igang Totalentreprenør”) and (iii) Habto Holding AS, including its wholly owned subsidiary Hab Construction AS (“Hab Construction”) and between 51% and 100% of the shares of its controlled subsidiary Propoint Survey AS (“Propoint Survey”) (collectively, “The Acquired Companies”) from Totalbetong Gruppen AS and certain minority sellers.
Key highlights:
The Acquired Companies is a leading Norwegian contractor group. The Acquisitions carry highly compelling strategic merits with all The Acquired Companies being optimally suited for integration into Endúr.
The Acquisitions are expected to add NOK 2,750 million in financial year 2024 revenue, for a combined financial year 2024 revenue of NOK 5,537 million (based on unaudited pro forma financials).
The Acquisitions add a substantial backlog of NOK 6.0 billion, bringing the total combined backlog to NOK 9.3 billion as of year-end 2024 and securing continued revenue growth for the years ahead.
For the financial year 2024, it is estimated that The Acquired Companies generated NOK ~135 million in EBITA, bringing the combined EBITA for Endúr to NOK 327 million on a consolidated basis (based on unaudited pro forma unaudited).
”The Acquired Companies fit neatly into our business and operational profile. This enhances our presence and broadens our footprint within the Norwegian construction market and adds substantial backlog to our operations, strengthening the growth profile of Endúr going forward. It is with great pleasure that we welcome these companies to the Endúr family”, says Jeppe Raaholt, CEO of Endúr.
Endúr has agreed to an aggregate consideration to be paid to the sellers of The Acquired Companies of NOK 1,020 million, based on an Enterprise Value (“EV”) of NOK 1,057 million (valuing Propoint Survey at 100%), excluding leasing liabilities (NOK 1,220 million including leasing liabilities). The Acquisitions will be financed by way of consideration shares to the sellers, bank debt and equity to be raised. Kverva Finans AS (“Kverva”) has committed to underwrite the equity raise.
About The Acquired Companies:
The Acquired Companies have grown to become one of the leading general contractor groups in Norway, positioned in market segments with a favorable outlook, with impressive project deliveries and a diversified and robust customer base. The Acquired Companies have demonstrated strong and profitable organic growth, expected to continue going forward.
With a total of ~320 employees, The Acquired Companies deliver on projects throughout Norway and have seen strong financial development since 2019 with a CAGR of ~20% and EBITDA margins in range of 6-8%.
Total Betong is a turnkey contractor, specializing in the development and delivery of construction projects, including expertise in land-based aquaculture facilities. Total Betong employs approx. 140 employees and is headquartered on the south-west coast of Norway in Bryne.
Igang Totalentreprenør is a total contractor specializing in turnkey projects for commercial and residential buildings, serving both private and public developers. Igang Totalentreprenør has approx. 15 employees and is headquartered on the south-west coast of Norway in Klepp.
Habto Holding AS is a non-operating parent holding company of HAB Construction and Propoint Survey, with approx. 150 employees in total. HAB Construction offers main contractor and turnkey construction works for public and private developers. HAB Construction is specialized within water, waste water and transportation infrastructure, with a strong presence in the eastern part of Norway. Propoint Survey provides services such as staking, quantity surveying, droning, 3D scanning, and documentation for the construction and civil engineering industry. HAB Construction and Propoint Survey are headquartered in Lysaker and Oslo, respectively.
The sellers, who also include the management team of The Acquired Companies, will continue in their existing positions and undertake customary non-compete obligations.
Strategic rationale and synergies:
The Acquired Companies have leading positions in various segments of the Norwegian construction market, particularly in high-demand regions such as Stavanger, Oslo and Bodø. Furthermore, The Acquired Companies and Endúr offer complementary products within the land-based aquaculture segment, which will enable the combined group to offer a complete package for land-based aquaculture facilities with in-house capabilities for both design and construction activities. It is expected that The Acquisitions will yield substantial synergies across sales, customers, market and operational expenses over the coming years.
“This transaction represents an important milestone for all of Total Betong, HAB Construction, Igang Totalentreprenør and Propoint Survey. We are proud of how the companies, together with our dedicated and skilled colleagues, have grown into noticeable and specialized players within the Norwegian construction market. The companies’ success is attributable to strong organizational cultures and expertise in project planning and execution. Endúr represents a strong cultural fit for us and stands out as a preferred platform for the further development of the companies”, says Kurt Helland (CEO of Total Betong) and Christian Tanum (CEO of HAB Construction) in a joint statement.
Acquisition terms and financing:
The Acquisitions value The Acquired Companies (with Propoint Survey valued at a 100% basis) at an EV, excluding lease liabilities, of NOK 1,057 million, implying a highly accretive trailing EV/EBITA multiple of 7.8x. The total equity transaction value payable by Endúr amounts to NOK 1,020 million (“The Consideration”). The Consideration will be settled as follows:
(i) NOK 550 million of The Consideration will be settled by the issuance of 7,333,333 consideration shares (“The Consideration Shares”) to the sellers at a subscription price of NOK 75.00 per Consideration Share. The Consideration Shares will be subject to a lock-up period, with 1/3 of The Consideration Shares being released after 12, 24, and 36 months from the date of completion of The Acquisitions, respectively.
(ii) Approximately NOK 470 million of The Consideration will be settled by the Company in cash (“The Cash Consideration”). The Cash Consideration will be financed partly by drawing 350 million on the Company’s refinancing offer from the existing bank syndicate, consisting of Sparebank 1 Sør-Norge and Sparebank 1 SMN, as announced on 29 January 2025, and partly through an equity issue (“The Equity Issue”).
The Equity Issue is expected to amount to a minimum of NOK 300 million, where the proceeds will be used for settling the remaining part of The Cash Consideration, net working capital financing and general corporate purposes. The Equity Issue will be fully underwritten by Kverva at a subscription price of NOK 72.00 per share, against an underwriting commission of 3% payable in shares. On this basis, Endúr is currently considering an equity private placement which also opens for other investors, and where it has been agreed that Kverva will receive a minimum allocation equal to NOK 250 million. The final sizing and timing of such private placement is currently being considered by The Company.
In addition to the above, Kverva has agreed to acquire 527,778 existing shares from Artec Holding AS and 166,667 existing shares from Bever Holding AS at NOK 72.00 per share, for total compensation of NOK 50 million, subject to completion of The Equity Issue. Concurrently with this substantial investment from Kverva, the nomination committee of Endúr has resolved to propose to the general meeting that Børge Klungerbo, Investment Director of Kverva, be elected as a member of The Company’s board.
“I look forward to contributing to the development of an exciting company in a highly dynamic and promising market. This represents a significant and long-term investment for Kverva, and I am eager to support Endúr’s growth and value creation in the years ahead”, says Børge Klungerbo.
Conditions:
The Acquisitions are expected to be completed by the end of this year’s first quarter and will be subject to; approval from the Norwegian Competition Authority (No: “Konkurransetilsynet”), approval of issuance of The Consideration Shares by Endúr’s general meeting, or by the board of directors if so authorized by the general meeting; and certain other customary conditions.
An extraordinary general meeting to issue The Consideration Shares, or a board authorization to that effect, will be summoned in due course. Shareholders representing in aggregate approximately 39.35% of the shares and votes in The Company have undertaken to vote in favour of the issuance of The Consideration Shares (or authorization to the Board to do so) at the extraordinary general meeting, including Artec Holding AS, with a current share ownership of approximately 17.47%, and members of The Company’s Board and management.
The Consideration Shares will be listed on the Oslo Stock Exchange, upon preparation and approval by the Financial Supervisory Authority of Norway (No: “Finanstilsynet”) of a prospectus in accordance with the EU Prospectus Regulation (2017/1129) on prospectuses for securities and ancillary regulations, as implemented under Norwegian law.
Webcast:
Endúr invites investors, analysts and media to a live webcast presentation of The Acquisitions.
Date: Monday 10 February 2025
Time: 08:00 CET
Presenters: Jeppe Raaholt, CEO, and Einar Olsen, CFO
The webcast presentation can be viewed from this URL:
https://my.demio.com/ref/GXqvjoTDF9JOpbam
Questions can be submitted during the live webcast. Please find a detailed presentation of The Acquisitions attached here: Transaction announcement
Advisors:
Wikborg Rein Advokatfirma AS is acting as Endúr’s legal counsel, and Arctic Securities AS and Danske Bank, Norwegian Branch, are acting as financial advisors to Endúr with regards to the potential equity raise.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Einar Olsen (CFO), at the date and time as set out above.
For further information, please contact:
Media
Jeppe Raaholt, CEO of Endúr, tel: +47 976 69 759
Investors
Einar Olsen, CFO of Endúr, tel: +47 924 01 787
