BEWI launches offer to acquire all shares in Jackon Holding AS
BEWI ASA ("BEWI" or the "Company"), a leading provider of packaging, components, and insulation solutions, today announces that the company launches an offer to acquire up to 100% of the shares in Jackon Holding AS ("Jackon"), a leading provider of insulation and building systems to the construction industry, as well as special products and packaging, made from expanded polystyrene (EPS) and extruded polystyrene (XPS).
The Jackon group is a family-owned industrial group based in Fredrikstad, Norway. In 2020, Jackon had revenues of approximately NOK 3,150 million and an EBITDA of approximately NOK 362 million. The company has approximately 850 employees and more than 20 facilities in Norway, Sweden, Finland, Denmark, Germany, and Belgium.
“BEWI has outlined significant growth ambitions, both organically and through acquisitions. Jackon and BEWI are the two largest integrated providers of EPS in Europe, and by combining the two, we achieve number one market positions in almost all our market segments, which strengthens our growth prospects and framework to pursue further attractive M&A opportunities,” says CEO of BEWI, Christian Bekken.
“We see a significant potential for synergies by combining our companies. We have launched our ambition to increase the return on capital to 20 per cent, and this transaction supports that target,” adds Bekken.
The offer period for BEWI's offer expires on 15 October 2021. The offer reflects an enterprise value (i.e., on a cash and debt free basis and with an agreed level of working capital) of Jackon of NOK 3,100 million to NOK 3,600 million. The Jackon shareholders are offered consideration in the form of new BEWI shares or in cash. The top level of the valuation interval assumes that all Jackon shareholders accept consideration in the form of shares in BEWI ("Consideration Shares"), while the lower end assumes that the purchase price will be settled in cash. The Consideration Shares will be issued at a price of NOK 45.9925, which equals the volume weighted average share price on the Oslo Stock Exchange the last 14 trading days and will be subject to a 12-months lock-up.
The offer is subject to shareholders representing at least 50 per cent of the shares in Jackon accepting the offer and entering into a share purchase agreement with BEWI, that the right of first refusal under the articles of association of Jackon is not exercised and that Jackon’s board of directors approves the acquisition. Further, the completion of the transaction will be subject to satisfactory due diligence, resolution of the BEWI general meeting to issue the Consideration Shares, and customary closing conditions, including regulatory approvals. The majority shareholder of BEWI, Frøya Invest AS, has confirmed that they will vote in favour of the issuance of the Consideration Shares. Assuming satisfaction of these conditions, the transaction is expected to be completed by the end of the fourth quarter of 2021.
BEWI will finance the transaction by the issuance of Consideration Shares and from cash sources available to BEWI.
Carnegie AS is acting as financial advisor to BEWI and Advokatfirmaet Thommessen AS and Cirio Advokatbyrå AB is acting as legal advisors to BEWI.
For further information, please contact:
Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 9756 1959
Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 00 47
About BEWI ASA
BEWI is an international provider of packaging, components, and insulation solutions. The company's commitment to sustainability is integrated throughout the value chain, from production of raw materials and end goods, to recycling of used products. With a vision to protect people and goods for a better every day, BEWI is leading the change towards a circular economy.
BEWI ASA is listed at the Oslo Børs under ticker BEWI.
The information is such that BEWI ASA is required to disclose in accordance with the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact persons set out above, at 23:00 CEST on 1 October 2021.