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Endur ASA

ENDÚR TO ACQUIRE REPSTAD ANLEGG

By 07.11.2023No Comments

November 7 2023 – Endúr ASA («Endúr») has entered into an agreement to purchase 100% of the shares in Repstad Anlegg AS («Repstad») to increase its presence within infrastructure services in a highly accretive and geographically complementary transaction.

”Repstad represents an excellent strategic fit with Endúr’s existing businesses and will both broaden our footprint within Marine Infrastructure and provide opportunities for collaboration and revenue synergies for BMO, Marcon and Artec Aqua. We are particularly impressed by the commercially oriented organization instilled by Repstad’s management”, says Jeppe Raaholt, CEO of Endúr.

About Repstad
Repstad consists of Repstad Anlegg AS and its wholly owned subsidiaries; Breakwaters AS, Agder Marine AS, Sandås Anlegg AS and Leif Hodnemyr Transport AS. Repstad is a Norwegian infrastructure contractor, specialized within marine services, quays & harbours and groundworks. Repstad has a total of around 200 employees and forecast full-year 2023 revenues of NOK ~700 million, EBITDA (IFRS) of NOK ~89 million (12.7%) and EBIT of NOK ~45 million. Repstad currently has a well diversified firm backlog of NOK ~475 million.

Repstad Anlegg AS and the large majority of its subsidiary companies, are headquartered in Agder county, in south Norway, which is a region where Endúr has a more limited presence today.

Strategic rationale
The transaction represents an important step towards Endúr’s ambition of NOK 1 billion in quarterly revenue by the end of 2024 and exposure to complementary niche markets with strong underlying demand and growth. Repstad has a direct operational interface with Endúr’s existing companies, including dock and below-water operations, groundworks and intake pipes. The management team of Repstad has a successful track-record for profitable growth and the organizational culture is very much aligned with that of Endúr.

The sellers are enthusiastic about the transaction, emphasizing Endúr’s ability to facilitate for increased growth and financial solidity.

”We see great potential within Endúr’s niche markets and have a matching view on how to best create shareholder values as a specialist contractor. Endúr represents a preferred buyer for us, and the large amount of consideration shares serves as testament to our belief in Endúr and Repstad, both individually and combined,” says Lars Gunnar Andersen, Chairman of the Board at Repstad.

Terms and financing
The transaction is based on an enterprise value on cash- and debt-free basis («EV») of NOK 315 million (NOK 455 million incl. leasing liabilities). The transaction’s implied multiples and accretive effect on EPS provides a strong financial case for Endúr’s existing shareholders.

The transaction includes an earn-out of +/- 2 x [EBIT 2023-2025 – NOK 150 million], capped and floored at NOK +100 million and NOK -50 million, due by June 30 2026.

The acquisition is fully financed with a NOK 100 million 3-year term loan facility from SpareBank 1 SR-Bank and SpareBank 1 SMN, a seller’s credit of NOK 50 million, due by June 30 2026, and NOK 167 million in consideration shares. The consideration shares will be issued at a price equal to the average volume-weighted average price (“VWAP”) for the last 15 days prior to this announcement. The consideration shares are subject to lock-up restrictions, being released with 1/3 after 6 months, 1/3 after 12 months and 1/3 after 24 months. The sellers, who also represent Repstad’s management team, will continue in their existing positions and undertake non-compete obligations.

The transaction is expected to be completed by early December and is subject to approval from The Norwegian Competition Authority («Konkurransetilsynet») and certain customary conditions.

Please find a detailed presentation of the transaction attached to this announcement.

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 the Norwegian Securities Trading Act. This stock exchange announcement was published by Einar Olsen (CFO), at the date and time as set out above.

ENDS

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

About Endúr ASA
Endúr ASA (OSE: ENDÚR) 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 specialized concrete and steel projects. The company and its subsidiaries also offer a wide range of other specialized project and marine services. Endúr ASA is headquartered in Lysaker, Norway. See www.endúr.no.

Attachment

Acquisition of Repstad Anlegg.pdf

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