NYAB AB ("NYAB" or the "Company") has entered into a conditional share purchase agreement to acquire Dovre Group Plc's businesses within Norwegian Consulting and Global Project Personnel (the "Acquisition"). The Acquisition strengthens NYAB's position as a leading player providing engineering, construction and maintenance services in infrastructure and energy and provides a platform for further expansion into new geographies both within and outside the Nordics, in line with the Company's growth strategy. Based on current estimates, the total purchase price would be approximately EUR 34 million. Closing of the Acquisition is expected to take place on or around 2 January 2025.

Businesses to be acquired

Dovre Group Plc is a provider of project management services and is listed on Nasdaq Helsinki. The Acquisition includes Dovre Group Plc's Consulting business in Norway and Project Personnel businesses in Norway, Asia-Pacific, North America and the Middle East. In addition, the Acquisition includes a number of client contracts and related personnel that are to be transferred to the acquired entities. The Consulting business in Norway offers project management expertise for the development and implementation of large investment projects primarily in the public sector such as within transportation, construction and energy. The Project Personnel business provides project professionals through e.g. staff leasing and manpower solutions for large-scale investment projects primarily in the energy, infrastructure, and industrial sectors.

Unaudited pro forma financials for acquired businesses as per local GAAPs.

*FY23 pro forma financials include one insignificant business that will not be subject to the Acquisition.

For the twelve-month period up until end of September 2024, the acquired businesses had a pro forma adjusted operating result (EBIT) of approximately EUR 4.6 million and a pro forma of approximately 604 employees as of 30 September 2024.

Purchase price and financing

Based on current estimates, the total purchase price would be approximately EUR 34 million. The agreed preliminary purchase price on a cash and debt free basis is EUR 30.1 million, based on estimated adjusted EBIT in FY24 of EUR 4.3 million. In connection with closing of the Acquisition, NYAB will pay 80% of the preliminary purchase price, which will be adjusted for the estimated net cash and net working capital position of the acquired businesses at closing. The remaining 20% of the purchase price will be paid post-closing from an escrow account, and the amount is subject to possible adjustments based on, among other things, actual adjusted EBIT for the financial year 2024.

NYAB intends to finance the Acquisition through external debt financing and available cash funds.

Rationale and expected effects on NYAB's finances and operations

NYAB has a successful acquisition track-record in line with its M&A strategy, including its geographical expansion into Finland through the acquisition of Skarta group in 2022.

The Acquisition fits well with NYAB's people-centric business model as a provider of engineering and project management services. This strategic platform acquisition will diversify NYAB's service offering by covering a larger part of the value chain. It also entails opportunities to further develop the acquired businesses, to seize additional business opportunities in the Swedish market, as well as to capitalise on emerging opportunities for growth and expansion in new regions.

The Acquisition is expected to contribute positively to earnings per share, diversify revenue streams and further balance the group's seasonal revenue profile.

"The strategic platform acquisition of Dovre Group's Project Personnel and Consulting businesses further strengthens our expertise and service portfolio within the infrastructure and energy sectors. By leveraging the acquired businesses' expertise and strong customer relationships, we can deliver more comprehensive solutions to a larger customer base across a larger geography. The businesses to be acquired are a perfect fit and complement NYAB's current business. We stay true to our unique business model and enable further growth without increasing our risk," says Johan Larsson, CEO, NYAB AB.

To safeguard the strategic importance of the acquired businesses' strong reputation and culture, the acquired businesses will remain under the same name and leadership. Consequently, after closing of the Acquisition, the current CEO of Dovre Group Plc, Arve Jensen, will leave his current position and continue as head of the acquired businesses at NYAB.

"We are excited to further develop our business in partnership with NYAB. Their impressive track record of profitable growth across all geographic areas and deep industrial knowledge makes them an excellent partner for us. Our combined service offerings and expertise will not only strengthen our position in providing project management and engineering professionals for large-scale projects and consultancy services to our customers but also open new growth opportunities," says Arve Jensen, CEO, Dovre Group Plc.

Condition precedent

The closing and completion of the Acquisition is conditional upon approval at an extraordinary general meeting of Dovre Group Plc to be held on a date to be announced by Dovre Group Plc through a stock exchange release at a later time.

Closing of the Acquisition is expected to take place on or around 2 January 2025, subject to, inter alia, fulfilment of applicable customary conditions precedent. 

Advisors

Snellman Advokatbyrå acts as lead legal advisor to NYAB, and KPMG as financial advisor, in relation to the Acquisition.

Contacts

Johan Larsson, CEO, NYAB AB, +46 70 182 5070, johan.larsson@nyabgroup.com

Jan Öhman, Chairman of the Board, NYAB AB, +46 70 226 7534

NYAB AB's Certified Adviser is Augment Partners AB, info@augment.se, +46 8 604 22 55.

This information is information that NYAB AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out herein, at 21:00 CET on 20 November 2024.