The transaction enables Elop to move higher up in the infrastructure maintenance, construction, and TIC (testing, inspection, and certification) value chain, and get closer to key business enablers like asset owners and infrastructure owners.
Elop AS (Elop) and Nordic Infrastructure Group AS (N.I GROUP) have agreed the principal terms of an agreement where Elop is to acquire 100 percent of the shares in N.I GROUP in a deal that values Elop at NOK 2.80 per share.
With this strategic move ELOP enters the Nordic infrastructure market and expects to be profitable by 2023.
The transaction enables Elop to move higher up in the infrastructure maintenance, construction, and TIC (testing, inspection, and certification) value chain, and get closer to key business enablers like asset owners and infrastructure owners.
“This transaction is a big and important step forward for Elop. The group will no longer only deliver technology, we will now provide asset owners with a wider range of services that includes inspections, education, construction, and maintenance. We believe this will help to fast-track the adoption of Elop’s ultrasound software and scanning technologies. This will enable us to get closer and to have a more direct dialogue with owners and managers of infrastructure,” says Elop board member Kristian Lundkvist.
“Going forward we will utilise N.I GROUP as a growth platform to grow within the Nordic infrastructure market. In addition to organic growth, we will continue to consider M&A and become a consolidator within the infrastructure niches we find relevant and interesting,” Lundkvist continues.
Lundkvist pinpoints the fact that the Simplifai sale has been a key enabler to secure this deal with N.I GROUP at favourable terms for Elop’s shareholders.
“As stated on 4. May, the divestment of Simplifai, in an all-cash deal and our subsequent strong balance sheet, provides us with the financial strength to accelerate our growth plans, open new markets quicker and evaluate strategic options,” adds Lundkvist.
Elop had a cash position of NOK 75 million end of May, Elop expects to receive another NOK 90 million upon closing of the Simplifai sale and a second instalment from the Simplifai transaction of NOK 40 million within 36 months. No cash will be used in the N.I GROUP transaction. The N.I GROUP transaction is share based only, thus securing a continued strong balance sheet for Elop.
ABOUT N.I GROUP
N.I GROUP – Nordic Infrastructure Group – is a group with a rapidly growing presence in the Norwegian and Swedish infrastructure markets. Through its subsidiaries, the group delivers entrepreneurial services as well as tools and equipment to the railway and tramway industries; training, management and consulting services for the road, rail, construction, and civil engineering sectors; and accommodation services to the construction industry.
Headquartered at Kolbotn outside Oslo, N.I GROUP has been established by personnel with decades of experience from the Nordic infrastructure markets, including road, rail, and construction. CEO is construction industry veteran Gjermund Sogn.
Today, N.I GROUP has approximately 50 employees across Norway and Sweden. In 2021, N.I GROUP delivered revenues of NOK 66 million and EBITA of NOK 2.5 million. The company has no debt. For 2022, N.I GROUP expects revenues of approximately NOK 155 million and profit before tax of around NOK 12 million.
“We have built up a dedicated team and a strong client base during the last couple of years, winning numerous agreements that we will harvest from in years to come. As a part of Elop we believe that we will have a favorable base to create a leading infrastructure specialist, including a highly competitive inspection offering in the Nordic region. Joining a listed company will also make it easier for us to capitalize on the growth opportunities we have identified. The fact that all N.I GROUP shareholders will reinvest the full purchase prices in Elop underlines our belief in Elop and its future” says Gjermund Sogn, CEO of N.I GROUP.
SIGNIFICANT SYNERGIES
There are several potential market and operational synergies between Elop and N.I GROUP. Firstly, N.I GROUP has an extensive client base among infrastructure owners in Norway and Sweden. The aim is to utilize this client base to build up a joint inspection offering towards asset owners, including driving the adoption and utilization of the Elop Insight, Elop Insight Crawler, and other ultrasound-based scanner solutions from Elop.
Further, Elop’s AI and software competence will be applied across N.I GROUP’s subsidiaries and their service lines. This represents significant potential for increased automation and thereby higher revenue profitability in projects.
In addition, N.I GROUP already has a growing, cash-generating business. As a result, the new and expanded Elop group targets to deliver cash positive operations already in 2023.
THE TRANSACTION
Elop and N.I GROUP have agreed to the principal terms of an agreement where Elop will take over all of the shares in N.I GROUP in a 100 percent share-based deal, settled by shares in Elop valued at NOK 2.80 per share. This represents a significant premium compared to the trading level in Elop shares.
The purchase price for the shares in N.I GROUP shall be based on an enterprise value NOK 92 million based on locked box accounts as of 31. December 2021. N.I GROUP’s shareholders will receive shares in Elop AS at a price of NOK 2.80 per Elop share. All shareholders in N.I GROUP have agreed to 12-36 months lock-up period for their shares in Elop. The consideration shares will consist of a combination of treasury shares and new shares issued in Elop, subject to approval by Elop’s annual general meeting.
CEO in Elop, Øivind Horpestad, is a minority shareholder with 10 percent ownership in N.I GROUP via Gimle Invest AS. Gjermund Sogn, via Sogn Invest AS, is a minority shareholder with 5.45 percent ownership in Elop and 37% ownership in N.I 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.
The share purchase agreement is expected to be signed later this month. The transaction is subject to customary closing conditions, due diligence, and final transaction documentation, and closing is expected to be on or about 15. August 2022.
