Reference is made to the stock exchange announcement dated 5 July 2022 regarding Elop AS (Elop) signing a term sheet to acquire Nordic Infrastructure Group AS. Elop has today signed the final share purchase agreement that enables Elop to enter the Nordic infrastructure market through acquiring 100 percent shares in Nordic Infrastructure Group.
“This transaction is a key building block in our strategy to make Elop a profitable business. It expands Elop’s service offering and gives Elop access to multiple new revenue streams, bringing us a major step towards our target of cash positive operations in 2023,” says Elop board member Kristian Lundkvist.
In addition to the acquisition of Nordic Infrastructure Group, Elop announced on 3 August 2022 that it has reached an agreement to acquire 65 percent of the fast-growing electrical contractor Hadeland Elektro AS. Both these investments underline Elop’s strengthened focus on the infrastructure construction and maintenance segments.
Going forward, Elop will provide asset owners with services such as inspection, construction, maintenance and training, in addition to delivering inspection technologies. The group will consist of three business areas:
1. Construction, maintenance, and specialist services: In Norway, Sweden and Finland through Nordic Infrastructure Group and Hadeland Elektro AS.
2. Inspection services: Through a newly established company that will utilize Nordic Infrastructure Group and Hadeland Elektro’s client base to build up a joint inspection offering towards asset owners, including driving the adoption and utilization of Elop Technology’s inspection hardware and software.
3. Elop Technology: Inspection hardware and software, including Elop Insight, Elop Insight Crawler, and other ultrasound-based scanner solutions from Elop.
TRANSACTION TERMS
The purchase price for 100 percent of the shares in Nordic Infrastructure Group (on a fully diluted basis) is NOK 92 million based on accounts as of 31 December 2021. Elop will take over all of the shares in Nordic Infrastructure Group in a 100 percent share-based deal, settled by shares in Elop valued at NOK 2.80 per share, in total NOK 72 562 927. Existing warrants in Nordic Infrastructure Group will be replaced by Elop issuing new warrants, in total NOK 19 437 073.
All shareholders in Nordic Infrastructure Group have agreed to 12-36 months lock-up period for their shares in Elop. The consideration will be settled by a combination of treasury shares, new shares issued in Elop and warrants.
CEO in Elop, Øivind Horpestad, is a minority shareholder with 10 percent ownership in Nordic Infrastructure Group via Gimle Invest AS. Gjermund Sogn, via Sogn Invest AS, is a minority shareholder with 2.82 percent ownership in Elop and 37 percent ownership in Nordic Infrastructure Group. As a result, the transaction will be subject to approval in accordance with the Norwegian private limited liability company’s act section 3-8.
Closing of the transaction is expected to take place in September 2022.
