Opus Group acquires a substantial part of Bilprovningen
Opus Prodox AB
Opus Group acquires a substantial part of Bilprovningen
The Swedish vehicle inspection company Opus Group AB (publ) has signed an
agreement to acquire 70 inspection stations from AB Svensk Bilprovning. The
purchase price amounts to SEK 375 million and closing of the acquisition is
estimated in the fourth quarter 2012.
Gothenburg, Sweden, 2012-07-09 08:00 CEST (GLOBE NEWSWIRE) --
-- Opus Group has signed an agreement to acquire a AB Svensk Bilprovning
(“Bilprovningen”) subsidiary (the “Acquisition”) that includes 70
inspection stations with a geographical focus on Stockholm, the Mälardalen
region and north thereof corresponding to approx. a third of
Bilprovningen’s revenue 2011.
-- The Acquisition gives Opus Group a large market share within vehicle
inspection in Sweden, which creates a strong platform for future expansion,
both in Sweden and internationally.
-- Opus Group’s estimated combined historical turnover increases to approx.
SEK 960 million based on fiscal year 2011 including the U.S. company ESP
Inc., acquired in 2012, and the Acquisition of inspection stations from
Bilprovningen. The estimated combined historical EBITDA of 2011 amounts to
approx. SEK 140 million. The Acquisition is expected to have a significant
positive impact on the net result in 2013.
-- The purchase price amounts to SEK 375 million including cash of approx. SEK
20 million and an estimated equity build up between May 1, 2012 and closing
of SEK 35 million.
-- The Acquisition will be financed through a credit facility of SEK 175
million, a vendor promissory note of approx. SEK 170 million and a rights
issue in Opus Group of SEK 50 million (the “Rights Issue”).
-- Shareholders representing 51 per cent of the shares in Opus Group have
expressed their intention to subscribe for their pro rata share of the
Rights Issue and to underwrite an additional 42 per cent of the Rights
Issue giving a total of 93 per cent.
“We are very happy that we have been chosen as the purchaser of a substantial
part of Bilprovningen, one of the world’s first and most reputable vehicle
inspection companies. Opus Group has extensive knowledge and experience of
managing vehicle inspection programs and supplying equipment and IT-systems to
the vehicle inspection industry. We believe that the experience we now get from
Bilprovningen in combination with Opus Group’s US and European team will create
a successful company both in Sweden as well as internationally”, says Magnus
Greko, CEO of Opus Group.
Background and reasons for the Acquisition
Opus Group is a Swedish public company with headquarters in Gothenburg listed
on Nasdaq OMX First North Premier. Opus Group operates vehicle inspection
programs and develops, produces and sells equipment and IT-systems for the
vehicle inspection industry. Opus Group is a leading operator in the U.S.
vehicle inspection industry, managing over 13 million vehicle inspections per
year, and has an objective to become one of the leaders in the global vehicle
The Acquisition of 70 inspection stations from Bilprovningen builds on Opus
Group’s strengths and competence from the U.S. market and creates a platform
for Opus Group’s expansion within vehicle inspection in Europe.
Sweden has been at the forefront within vehicle inspection since the early
1960’s and Bilprovningen has a high reputation internationally. This
Acquisition is therefore important both from a financial and a strategic
perspective. By gaining a large market share in Opus Group’s home market, Opus
Group creates a strong platform for future expansion, both within Sweden and
Over the past five years Opus Group has shown continuous growth generated both
organically and through several successful acquisitions. Since 2007, revenues
have grown at an average rate of 45 per cent per year. Opus Group has around
320 employees before the Acquisition.
Bilprovningen is the dominant vehicle inspection company in Sweden, operating
212 inspection stations. On December 17, 2009 the Swedish Parliament voted in
favour of implementing a reregulation of the Swedish market for vehicle
inspections, which became effective as of July 1, 2010.
The Acquisition in brief
Opus Group has entered into a sale and purchase agreement to acquire
Besiktningskluster 1 AB, a subsidiary of Bilprovningen. The subsidiary that
Opus Group acquires consists of 70 inspection stations with a focus on
Stockholm, the Mälardalen region and north thereof. The 70 acquired stations
have 243 inspection lanes, with approx. 540 employees carrying out approx. 2
million vehicle inspections per year. After the Acquisition, Opus Group will
have a strong competitive position in the north-eastern region, with most
inspection stations being located close to population centres in the region.
The turnover of the acquired inspection stations amounted to SEK 543 million in
2011. The estimated combined 2011 turnover of Opus Group, including this and
earlier acquisitions, amounts to approx. SEK 960 million. The estimated
combined 2011 EBITDA of Opus Group including this and earlier acquisitions
amounts to approx. SEK 140 million. Overhead costs for 2011 have been estimated
based on Bilprovningen’s EBITDA-margin for 2011.
The purchase price amounts to SEK 375 million, which includes cash of approx.
SEK 20 million and an estimated equity build up of SEK 35 million between May
1, 2012, and closing. Closing of the acquisition is expected to take place in
the fourth quarter 2012.
Closing of the Acquisition is conditional upon (i) confirmation that
Besiktningskluster 1 AB’s accreditation to carry out vehicle inspections will
continue after the Acquisition and (ii) final financing including execution of
the Rights Issue.
Financing of the Acquisition
The Acquisition and related transaction costs are intended to be financed
through a credit facility of SEK 175 million, a vendor promissory note of
approx. SEK 170 million provided by Bilprovningen and a Rights Issue of SEK 50
Subject to EGM approval, the Board of Directors has resolved on a new share
issue in the amount of SEK 50 million. The proceeds will be used to partly
finance the Acquisition. The new share issue will be carried out with
preferential rights for the existing shareholders. The shareholders will be
offered to subscribe for new shares in Opus Group in relation to the number of
shares held on the record date for the Rights Issue. Subscriptions may also be
submitted without preferential rights. The subscription period is expected to
run during the later part of September. Opus Group has contracted Swedbank
Corporate Finance as the financial advisor in connection with the Rights Issue.
The planned increase of the share capital, number of shares to be issued, and
subscription price for the new shares, will be determined by the Board of
Directors of Opus Group and will be announced prior to the EGM.
Several of the largest shareholders in Opus Group, including the management,
the Second Swedish National Pension Fund, Nordea Investment Funds, AMF Small
Cap Fund and Länsförsäkringar Small Cap Fund, representing approximately 51 per
cent of the share capital, have expressed their support for the Acquisition and
that they intend to subscribe for their pro rata share of the Rights Issue. In
addition, the Second Swedish National Pension Fund and a certain other
shareholders have expressed their intention to underwrite an additional amount
corresponding to approx. 42 per cent of the Rights Issue, giving a total of 93
Indicative dates are set out below:
August 14, 2012 Notice to the
August 31, 2012 Subscription
price and terms in the Rights Issue are decided and announced through press
September 4, 2012 EGM
September 12 - September 28, 2012 Subscription period for new
shares in the Rights Issue
Fourth quarter 2012 Closing of the
Swedbank Corporate Finance acts as lead financial adviser, Deloitte acts as
financial adviser and Mannheimer Swartling Advokatbyrå AB acts as legal adviser
to Opus Group.
This press info is available in Swedish at www.opus.se.
For additional information, please contact
Magnus Greko, President and CEO
Phone: +46 31 748 34 91
Peter Stenström, Investor Relations
Phone: +46 765 25 84 93
Opus’ Certified Adviser
Thenberg & Kinde Fondkommission AB
SE-403 12 Gothenburg Sweden
Phone: +46 31 745 50 00
The Opus Group is in the business of developing, producing and selling products
and services within Automotive Test Equipment, Vehicle Inspection Systems and
Fleet Management for the global market. The Group’s products include emission
analyzers, diagnostic equipment and automatic test lines. Services include
management of mandatory vehicle inspection programs. The Group sells its
products and services in more than 50 countries all over the world and
currently employs around 320 persons. The turnover for 2011 was approx. SEK 232
million. Opus’ share is listed on First North Premier (NASDAQ OMX) under the