NRC Group ASA acquires HAG Anlegg AS
NRC Group ASA ("NRC Group" or the "Company") has on 27 March 2017 agreed to acquire the construction company HAG Anlegg AS ("HAG") for a total consideration of NOK 107.5 million in a combination of cash and NRC Group shares. The consideration includes adjustments for net debt and normalized working capital.
HAG carries out construction work and project- and site management within transport and infrastructure, specializing in surface work and concrete constructions. The company currently has some 40 employees, with extensive experience from project management and construction technique. NRC Group knows the company well from cooperation on several projects. The acquisition of HAG strengthens the competitiveness of NRC Group's Norwegian operations in a growing infrastructure market.
The project management expertise from HAG, will complement the existing knowhow and capacity of NRC Group within the groundworks segment. It will further strengthen NRC Group's overall capabilities, enabling the company to undertake larger and more complex projects also simultaneously.
Sporveien Oslo in cooperation with Department of City development, are to invest about NOK 3 billion until 2020 in the improvement of roads and tram infrastructure in the city. Combining NRC Group's and HAG's project management and groundwork expertise will improve the group's position in tendering for such assignments. HAG has an established track record from executing several projects for Sporveien Oslo.
NRC Group will acquire 100% of the shares in HAG for a purchase price of NOK 107.5 million. The sellers of HAG are the founders of the company and key employees, with HAG Holding AS being the largest owner (33.3% of the shares). The purchase price will be settled by payment of NOK 62.5 million in cash upon closing and the remaining amount of the purchase price, NOK 45 million, will be settled by issuance of 775,862 shares in the Company at a price of NOK 58 per share (the "Consideration Shares"). The Consideration Shares are subject to a lock-up period, whereby 1/3 of the Consideration shares are subject to a lock-up undertaking of 24 months, 1/3 for 30 months and the last 1/3 for 36 months after the closing date. The sellers of HAG have guaranteed a minimum EBIT in 2017 of NOK 15.0 million. HAG's order book by year end 2016 was NOK 287 million. The transaction is expected to be completed during April 2017.
Geir Nilsen, the current CEO of HAG, will be appointed as Managing Director for Norway of NRC Group. Geir Nilsen has held leading positions at Implenia and Betonmast and has through his over 20 years of experience from the Norwegian construction business established a wide and extensive network.
HAG was established in 2014. The company currently has 40 employees and is led by CEO Geir Nilsen. HAG's current board of directors consists of Svein Adolf Gundersen (chairman), Geir Nilsen, Heidi Thorsen Selstø, Øystein Andre Nordjordet and Kristoffer Berntson Aase.
The following table provides key financial information for HAG: (NOK million)
| FY 2016 | FY 2015 | |
| Revenue | 166.1 | 47.7 |
| EBITDA | 5.4 | -1.7 |
| EBIT | 5.2 | -1.7 |
| EBIT margin (%) | 3.2% | 3.6% |
| Cash and cash equivalents | 2.2 | 6.1 |
| Total assets | 36.2 | 15.3 |
| Equity | 7.4 | 1.8 |
HAG will be organized as a separate subsidiary under NRC Norge AS, a wholly owned subsidiary of NRC Group ASA.
There are no special agreements or arrangements that have been or will be entered into with the directors or executive management of HAG or the Company in connection with the transaction.
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For further information, please contact CEO Øivind Horpestad, telephone: +47 91 00 06 26 .
About NRC Group ASA:
NRC Group is a leading contractor within railway infrastructure in Norway and Sweden. The company is a supplier of all track-related infrastructure services, including groundworks, specialized track work, safety, electro, telecom- and signalling systems. The company works within rail, metro, tram segments and close related infrastructure. NRC Group has experienced significant growth since its inception in 2011 and has a vision of becoming the leading Nordic entrepreneur within railway infrastructure. For more information: www.nrcgroup.no.
About HAG Anlegg AS
HAG Anlegg is a nationwide entrepreneur within transport and infrastructure in Norway. HAG provides engineering and project management, specializing in surface work and concrete constructions. The Company is headquartered in Arendal and had a revenue of 166 million NOK in 2016. For more information: www.hag-anlegg.no This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.