3 August 2022 – Elop AS (Elop) has agreed the principal terms of an agreement where Elop is to acquire 65 percent of the shares of fast-growing electrical contractor Hadeland Elektro AS (Hadeland Elektro) for a total consideration of NOK 24.7 million, of which 60 percent will be settled in Elop shares valued at NOK 2.80 per share.
Through this planned investment, Elop reaffirms its target to deliver cash positive operations in 2023.
“An investment in Hadeland Elektro will further strengthen our specialist service offering towards construction, maintenance and inspection in the Nordic infrastructure market, including the energy sector, road and rail infrastructure, as well as inspection services for these and other segments. It is a well-run, profitable company that fits Elop’s strategy perfectly” says Øivind Horpestad, CEO of Elop.
THREE-PRONGED OFFERING
In June, Elop announced a revised group strategy where it communicated an ambition to expand value add beyond being a product provider and actively utilize M&A to move into adjacent segments across the infrastructure value chain. The first move under this new strategy was revealed on 5 July 2022, when Elop announced the planned acquisition of 100 percent of the shares in Nordic Infrastructure Group AS in a deal that values Elop at NOK 2.80 per share. This acquisition will move Elop higher up in the infrastructure maintenance, construction, and testing, inspection, and certification value chain.
Elop will consist of three business areas:
1. Elop Technology: Inspection hardware and software, including Elop Insight, Elop Insight Crawler, and other ultrasound-based scanner solutions from Elop.
2. Construction, maintenance, and specialist services: In Norway, Sweden and Finland through Nordic Infrastructure Group AS and Hadeland Elektro AS.
3. 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.
“Hadeland Elektro and Nordic Infrastructure Group are highly complementary from both a discipline and client base perspective. We look forward to making them our first building blocks of our profitability-focused growth strategy,” adds Øivind Horpestad.
ABOUT HADELAND ELEKTRO
Hadeland Elektro is an electrical contractor that delivers complete electrotechnical solutions for construction and infrastructure projects, including the energy, rail and road sectors. The company possesses all necessary approvals for high and low voltage work for the rail industry, and also performs inspection work of high-voltage grids.
Hadeland Elektro’s customers are mainly private construction contractors and public infrastructure owners and operators. Over the past few years, the company has built up an impressive portfolio of frame agreements and contracts. As of 30 June 2022, the company had an order backlog of NOK 40 million.
Since 2018, the company has delivered a compound annual growth rate of 139 percent, with 2021 revenues of NOK 43.6 million and profit before tax of NOK 6.2 million. In 2022, Hadeland Elektro expects to deliver revenues of around NOK 50 million and profit before tax of approximately NOK 6 million.
The company has no interest-bearing debt. The company employs 17 people and is headquartered at Gran at Hadeland in Innlandet county, Norway. It serves customers nationwide in Norway.
“We have in recent years received numerous offers to sell the company. When we started discussions with Elop and understood how they want to build an infrastructure specialist group in a manner that allows us to become shareholders of in Elop and remain shareholders of Hadeland Elektro, we were very excited. We firmly believe in Elop’s strategy of building a group that consists of unique technology, inspection services and project execution services, with collaboration opportunities across the group. We see huge potential for synergies and growth, which coupled with continued high demand for our services bodes well for the future,” says Jon Haugsbakken, managing director and chairman of Hadeland Elektro.
THE TRANSACTION
Elop and Hadeland Elektro have agreed to the principal terms of an agreement where Elop will acquire 65 percent of the shares in Hadeland Elektro. The purchase price for the shares in Hadeland Elektro shall be based on an enterprise value NOK 38 million. The share purchase will be settled by NOK 14.05 million in Elop shares valued at NOK 2.80 per share and NOK 10.64 million in cash. 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. The cash consideration will be adjusted if Hadeland Elektro should deliver a profit before tax that is lower than the indicated NOK 6 million for 2022.
All shareholders in Hadeland Elektro have agreed to 12-36 months lock-up period for their shares in Elop. Further, Elop has an option to acquire the remaining 35 percent of Hadeland Elektro within five years from the closing date.
The transaction is subject to customary closing conditions, due diligence, and final transaction documentation. Signing of share purchase agreement is expected to be on or about 31. August 2022, with expected closing mid September 2022.
M&A STRATEGY
Elop will continue to look for acquisition opportunities that are a good fit for the group’s strategy and can strengthen its specialist service offering within construction, maintenance and inspection in Norway, Sweden and Finland.
“Elop has a strong balance sheet with zero debt, NOK 130 million in cash per 31 July, and a NOK 50 million credit note that shall be settled within the next 30 months. We are well equipped to fund organic growth and capitalize on further acquisition opportunities,” says Øivind Horpestad
