February 17, 2025 - EQVA ASA («EQVA» or the "Company") has entered into an
agreement to purchase 100% of the shares in IMTAS AS and its subsidiaries other
than IMTAS Eiendom AS ("IMTAS Group"). The acquisition will be carried out by
EQVA's wholly owned subsidiary Eqva Industrial Solutions AS ("EIS", formerly
known as Nordic Industrial Solutions AS). The business combination strengthens
the EQVA group's service offerings and market position and increases revenues by
approximately 30%.
The transaction is fully funded by a combination of acquisition finance,
reinvestment from IMTAS management and shareholders in Eqva ASA, as well as a
seller's credit.
The bolt-on acquisition of IMTAS is of high strategic value for EQVA and its
shareholders:
- The business combination marks EQVA' largest transaction to date, where EQVA
through its wholly-owned subsidiary EIS will acquire the IMTAS Group, valued at
NOK 190 million in Enterprise Value (EV), excluding leasing liabilities and a
conditional earn out of up to NOK 30 million.
- Repeating EQVA's success formula from Southern Norway in Northern Norway,
building an industrial service and maintenance group with a strong foothold
along the entire Norwegian coast
- Strengthening our position as a prominent and fully integrated service
provider within the piping, mechanical and power and automation disciplines
- Becoming an even better and more relevant partner for large customers in land-
and sea-based industries
"Through the acquisition of IMTAS Group, EQVA continues to deliver on its
strategy for growth and broadening of its service offering. This business
combination enhances EQVA's access to attractive markets in Northern Norway such
as the process industry, aquaculture, renewable energy and construction.
We look forward to working with our new colleagues in both Mo i Rana and Harstad
and will strive to further enhance our service offering for our valued
customers," said Even Matre Ellingsen, CEO of EQVA.
Operational expansion and administrative synergies:
IMTAS Group offers services that are complementary to EQVA's current operations.
The transaction expands the group's geographical area of operations, diversifies
customer and revenue streams, and strengthens the overall service offering. In
addition to project delivery capabilities, the business combination will yield
substantial synergies across sales, sourcing and operational expenses.
As of today, EQVA's operations are mainly focused on markets in the Southern
part of Norway. The acquisition of IMTAS Group will add valuable expertise and a
strong presence in Northern Norway. The business combination strengthens EQVA's
ability to undertake major multidisciplinary contracts for industrial customers
all-over Norway. Going forward, EQVA group will consist of more than 750 highly
qualified employees.
After the transaction, EQVA will through its wholly owned subsidiary EIS be the
sole owner of IMTAS Group. The IMTAS-companies will continue to operate under
their current brand and management, ensuring a seamless continuation of their
operations.
«We are excited to become part of EQVA. We have a history of strong growth in
our local markets and good relationships with key customers. This merger gives
us an opportunity to combine forces to further strengthen our service offering
to existing and new customers." said Johannes Sandhei, CEO of IMTAS Group.
About IMTAS Group:
The IMTAS Group is a provider of industrial services focusing on process
industry, aquaculture, maritime/offshore, renewable energy and construction,
headquartered in Mo i Rana. The group offers services and expertise within
engineering, fabrication/machining, installation and maintenance.
With over 200 employees, IMTAS Group primarily provides services in Northern
Norway. The group has delivered strong financial development over the last 10
years, with a CAGR on revenues of 19% from 2015 to 2024.
The acquisition includes the following companies: IMTAS AS, IMTAS Prosjekt AS,
IMTAS Personell AS, IMTAS Harstad AS and Jakobsen Mekaniske Verksted Drift AS.
IMTAS Eiendom AS, which is currently owned by IMTAS AS, will be carved out from
the transaction perimeter.
The IMTAS Group will carry out a minor internal reorganization in connection the
transaction, i.a. so that IMTAS AS will acquire 35% of the shares of Harstad
Eiendom AS so as to make it a wholly owned subsidiary of IMTAS AS (the "IMTAS
Reorganization").
The sellers, who also include the management team of the acquired companies,
will continue in their existing positions and as owners of the combined business
through shares in EQVA ASA. The sellers will also undertake customary
non-compete obligations.
Financial impact:
The acquisition is expected to add approx. NOK 376 million in financial year
2024 revenue, for a combined EQVA financial year revenue of more than NOK 1.5
billion (based on unaudited full year pro forma financials).
For the financial year 2024, it is estimated that IMTAS Group generated approx.
NOK 39 million in EBITDA, bringing the combined EBITDA for EQVA within a range
of NOK 120 - 130 million on a consolidated basis (based on unaudited full year
pro forma financials).
With an IMTAS Group EBITDA-margin (2024) of approx. 10.4%, the pro forma
EBITDA-margin (2024) of the consolidated EQVA Group increases to approx. 7.5%
(based on unaudited full year pro forma financials).
Acquisition terms and financing:
The acquisition value the IMTAS Group (post the IMTAS Reorganization) at an EV
of NOK 190 million, excluding leasing liabilities and a conditional earn out of
up to NOK 30 million. The EV of NOK 190 million implies an EV/EBITDA (2024)
multiple of 4.8x. The total equity transaction value payable by EQVA amounts to
NOK 160,8 million and an agreed compensation for the IMTAS Group's estimated
profits until closing of the Transaction in 2025 (2024e profits estimated at NOK
21 million) and a conditional earn out of up to NOK 30 million ("The
Consideration").
The earn-out is performance based, and calculated on the IMTAS Group's average
EBITDA in 2025 and 2026. No earn-out will be paid if the IMTAS Group's average
EBITDA in 2025 and 2026 is NOK 31,200,000 or lower. The earn-out shall not in
any event exceed NOK 30,000,000. The EBITDA is subject to certain adjustments
for extraordinary events.
The Consideration will be settled as follows:
(i) NOK 68.8 million of The Consideration will be settled by the issuance of
6,113,190 shares in EQVA ("The Consideration Shares") to the sellers at a
subscription price of NOK 11.25 per Consideration Share. 5,616,438 of The
Consideration Shares will be issued at completion of the acquisition of the
shares of IMTAS AS. The remaining 496,727 Consideration Shares will be issued
upon completion of the IMTAS Reorganization. The Consideration Shares will be
subject to a lock-up period, with 50 percent of The Consideration Shares being
released after 9 and 18 months from the date of the completion of the
acquisition of the shares of IMTAS AS, respectively.
(ii) Approx. NOK 52 million of The Consideration plus 50% of the IMTAS Group's
net profit after tax for 2024 will be settled by EIS in cash ("The Cash
Consideration"). The Cash Consideration will be financed by a combination of
cash within the Group and a committed acquisition financing offer from Nordea.
(iii) Approx. NOK 40 million of The Consideration plus 50% of the IMTAS Group's
net profit after tax for 2024 will be settled by the issuance of a Seller's
Credit ("The Seller's Credit Consideration"). The Seller's Credit Consideration
will have a 12-month duration, with an interest of 8% p.a.
(iv) The earn-out shall fall due for payment 10 business days after they have
been calculated based on the IMTAS Group's audited accounts for 2026.
EQVA will issue The Consideration Shares and guarantee NOK 48.3 million of The
Seller's Credit Consideration. In addition, EQVA will guarantee NOK 24.5
million, which will occur as part of the IMTAS Reorganization and which will be
held intra the EQVA Group following its completion.
EQVA has secured a committed offer from Nordea, combining acquisition and
refinancing, totalling NOK 200 million. Additionally, the agreement will expand
EQVA's existing overdraft facility to NOK 70 million. This long-term loan, with
a maturity of five years, features more favourable interest rates for EQVA. The
refinancing arrangement also allows for dividend distributions, given a leverage
ratio (NIBD / EBITDA LTM) of less than 1.5 (after distribution). EQVA estimates
an opening leverage ratio of less than 2.5 after closing of the acquisition.
Furthermore, it will consolidate various banking relationships into a single
primary bank for the group, simplifying future financial management.
Conditions:
The acquisition is expected to be completed by the end of Q1 2025 and will be
subject to inter alia the adoption of the IMTAS Reorganisation, and the approval
from the Norwegian Competition Authority (No: "Konkurransetilsynet").
The Consideration Shares will be listed on the Oslo Stock Exchange.
Webcast:
EQVA invites investors, analysts and media to attend the live webcast
presentation of EQVA's YTD Q4 2024-results and more details about the
acquisition.
Time and date: Thursday 27 February at 09:00 CEST.
Link to webcast: https://lnkd.in/dRCxvJhD
About EQVA:
EQVA is a company group that specializes in acquiring and developing tier-1
companies that provide productive, safe, and sustainable service & solutions to
leading industrial companies
We are dedicated to long-term ownership, focused on creating value through
sustainable development, growth, and profitability. Our goal is to acquire
companies that align with our business model. We are positioning ourselves as an
attractive buyer not solely based on financial terms, but by offering a
comprehensive "toolbox" of expertise, experience, and resources to drive value
creation.
EQVA is built on three platforms: EQVA Industrial Solutions, Renewables and Real
Estate. EQVA Industrial Solutions is the main platform, generating more than 90
% of EQVA's revenues in 2024. Key companies under EQVA Industrial Solutions
include BKS Group, IMTAS Group and Kvinnherad Elektro Group. The acquisition of
IMTAS Group strengthens EQVA's position as a prominent and fully integrated
service provider within the piping, mechanical and power and automation
disciplines - all over Norway.
For more information, contact:
Even Matre Ellingsen CEO EQVA ASA, + 47 990 05 500
Johannes Sandhei, CEO IMTAS Group, +47 911 64 435