AKVA group ASA ("AKVA") has today entered into a letter of intent with Egersund Group AS regarding the acquisition of all shares in Egersund Net AS (the "Transaction"). The purchase price to be paid by AKVA is based on an Enterprise Value (EV) of Egersund Net AS of NOK 750 million. The final purchase price will depend on amongst others customary adjustments for the net debt and working capital of Egersund Net AS at completion of the Transaction. Of the final purchase price, 70% is expected to be settled by issuance of 7.5 million shares in AKVA to Egersund Group AS (based on a share price of NOK 70, which is NOK 2 above the last 3 months volume weighted average AKVA share price). The remaining 30%, subject to any completion adjustments, is expected to be settled by cash payment financed by existing facilities. The transaction excludes properties currently held directly or indirectly by Egersund Net AS which post completion will be leased to AKVA on market terms.
The Transaction is inter alia subject to due diligence, AKVA shareholder approval of the issuance of consideration shares to Egersund Group AS, necessary government and stock exchange approvals, and entering into of final transaction agreements.
Egersund Net AS complements AKVA's product and service offering, by adding nets and moorings to the portfolio. Following completion of the Transaction, AKVA will be able to serve its customers more efficiently and develop the most optimal solutions for the complete life cycle of fish farming as a more complete technology and service supplier with strengthened geographical presence. Furthermore, Egersund Net's technology, products and expertize will be given access to a wider geographical area through AKVA's global presence and distribution channels.
The combined force within technology and development will accelerate the work towards delivering efficient and cost-effective solutions for the aquaculture industry, ensuring both optimal fish welfare and the highest levels of productivity.
The pro-forma revenues for the acquired business are preliminarily estimated based on figures reported by Egersund Net AS, which were NOK 586 and 603 million for 2016 and 2017, respectively. Similarly, the pro-forma adjusted EBITDA for the corresponding years is preliminarily estimated as NOK 88 million and NOK 76 million. For 2018, revenues are expected to grow by 10-15% with an EBITDA margin in the range of 14-16%, excluding any synergies from combining the businesses.
The CEO of AKVA group, Hallvard Muri, comments: "We are extremely satisfied with this opportunity and are looking forward to working with Egersund Group AS to realize the transaction. During the last few years, we have seen the competition within cage based solutions getting increasingly tougher. Our customers are expecting nothing but the best, and by joining forces we will have the best basis for strengthening our combined value proposition which will make our customer interactions and interfaces more efficient. This will also enable us to accelerate the development work to optimize our total cage, net and mooring solutions. AKVA group expect significant sales synergies from the acquisition but it will require investments and continued commitment, and before that, making the transaction a reality will be top priority."
The chairman of AKVA and 50% owner of Egersund Group, Hans Kristian Mong, comments: "We have strong belief in Egersund Net and in AKVA group on a stand-alone basis, but even stronger belief in them together. To participate in the value creation from this acquisition, taking a high proportion of the settlement in shares, is a prerequisite. Assuming we will reach a final agreement, we will own approximately 62% of AKVA group. We still have a long term goal to be a majority owner in AKVA."
The acting chairman in the transaction, Anne Breiby, comments: "The board is pleased to have made this move in the direction of building a larger, stronger and more geographically diverse company."
Assuming final agreement on the Transaction is reached, it is expected to be completed in the third quarter 2018. AKVA expects to provide further information about the transaction in an Information Memorandum pursuant to Section 3.5 of the Continuing Obligations for companies listed on the Oslo Stock Exchange.
Pareto Securities AS is acting as financial advisor to AKVA group in connection with the Transaction.
Description of Egersund Net
Egersund Net produces nets and mooring solutions for the aquaculture industry, including top nets, tube nets and special products such as sweep nets, fish sorting and mort collector nets. The company has approx. 450 employees. The company has nine service stations along the coast of Norway, and production and service facilities in Lithuania and Turkey.
Description of AKVA group
AKVA group is the leading provider of technology and services to the global fish farming industry and the only with global distribution. The products consist of software systems, operational equipment and sensor systems, feed systems, cage systems, net cleaning systems, light systems and recirculation aquaculture systems.
Bryne, 15 May 2018AKVA group ASA