VESTUM ACCELERATES NORTHERN EUROPEAN ESTABLISHMENT THROUGH ACQUISITION OF
LAKERS GROUP WITH SALES OF NOK 1,188M, ADJUSTED EBITDA OF NOK 181M AND ADJUSTED
EBITA OF NOK 151M
2021-10-07 17:31
Vestum AB (publ) (Vestum) has entered an
agreement to acquire 100 percent of the shares in Lakers Group Holding AB
(Lakers Group), which consists of 25 companies in Norway, Sweden, Denmark,
Finland, Germany and the United Kingdom. The initial purchase price amounts to
approximately NOK 2,044 million on a cash and debt-free basis. Existing net
debt in the business amounts to approximately NOK 1,000 million. The initial
purchase price will partly be financed with cash, and partly with approximately
NOK 253 million through payment in reverse, which will then be set off against
2,609,548 shares in Vestum through offset issue. This will result in a dilution
of approximately 2.7%. Furthermore, an additional cash purchase consideration
can be paid based on a percentage of acquired profit in the period up to 31
December 2021. The additional cash purchase consideration is not expected to
exceed NOK 50 million. The sellers to Lakers Group are Summa Equity Fund I (No.
1) AB, Summa Equity Fund I (No. 2) AB and Summa Equity Fund I (No. 3) AB
together with certain minority owners (most of whom are employees of Lakers
Group). Closing of the acquisition is expected to take place on 9 November 2021
and is conditional on the transaction being approved by an Extraordinary
General Meeting in Vestum. To finance part of the acquisition of Lakers Group,
Vestums Board of Directors has decided to raise additional capital through a
directed new share issue in the form of an accelerated bookbuilding procedure,
which will be published separately in connection with this press
release.
About Lakers Group
Lakers Group is a leading North European
aftermarket service, project and specialist product provider of water and
wastewater pumps, which serve as key components for transportation of water in
the water infrastructure. Lakers Group consists of 25 cohesive companies in
Norway, Sweden, Denmark, Finland, Germany and the United Kingdom. The oldest
company in Lakers Group was founded in 1937.
During the last twelve months per
August 2021, Lakers Group generated sales of NOK 1,187.5m with an adjusted
EBITDA of NOK 181.4m and an adjusted EBITA of NOK 151.4m, corresponding to an
adjusted EBITDA margin of 15.3 percent and an adjusted EBITA margin of 12.8
percent.
Lakers Group has over 400 employees and is headquartered in
Oslo.
All figures referenced are in accordance with Norwegian GAAP, which is
the accounting standard applied by Lakers Group, and are unaudited.
Lakers
Groups financials are expected to be consolidated into Vestum from November
2021, provided that the indicative timetable for the completion of the
acquisition can be followed.
Background and purpose of the acquisition
The
acquisition of Lakers Group is a major step in Vestums strategy to create the
leading Nordic acquisition driven company in the construction services and
infrastructure industries. Lakers Group has grown strongly through acquisitions
and has established an acquisition organization that in a short period of time
has acquired 25 companies throughout the Nordic and Northern European region.
Vestum will now accelerate the establishment of Vestum Norway and will, in
addition to Sweden and Norway, have established platforms in the United
Kingdom, Germany, Denmark and Finland. This means that Vestum will be ready to
make acquisitions outside of Sweden already during the first half of
2022.
Lakers Groups current management team will remain in the business and
play an important role in Vestums acquisition strategy within Lakers Groups
existing markets.
Lakers Group is a market leading aftermarket service,
project and specialist product provider of water and wastewater pumps in
Northern Europe. The overall service market for water and wastewater
infrastructure is growing rapidly with megatrends such as aging water
infrastructure, more extreme and changing weather conditions, urbanisation and
favourable regulatory changes. The Lakers Groups addressable market size is
estimated at approximately NOK 25 billion and is expected to grow by 4-5% per
year.
Lakers Group has an attractive business model with a high degree of
specialisation, 95% repeating revenue from a diversified base of over 40,000
customers and strong cash flow generation driven by limited investment needs in
combination with solid profitability.
With its strong presence in Northern
Europe and proven ability to successfully complete and integrate acquisitions,
Lakers Group is a transformative key acquisition for Vestum that strengthens
finances and creates stability and room for continued high profitable
growth.
Comments from Vestums CEO Conny Ryk:
It is with great pleasure that
we today welcome Lakers Group, a market leading aftermarket service, project
and specialist product provider of water and wastewater pumps in Northern
Europe, to Vestum! Lakers Group is a high-quality company that consists of a
fantastically cohesive group of companies with strong structural capital.
Thanks to a high degree of specialisation in an attractive market, the company
has continuously delivered profitable growth. The company fits in perfectly
with Vestum and we are impressed with the entire management teams acquisition
and integration work in well-selected geographies. Lakers Group is an
acquisition of significant size for Vestum and creates a stable foundation for
continued expansion in Norway, Sweden, Denmark, Finland, Germany, and the
United Kingdom. With the acquisition of Lakers Group, Vestums size increases by
approximately 50%, both in terms of sales and adjusted EBITA. Estimated
adjusted EBITA for Vestum is now approximately SEK 450m, says Conny Ryk, CEO
of Vestum.
Comments from Lakers Groups CEO Carl-Johan Callenholm:
At Lakers
we are thrilled to have Vestum as our new owner. They share our passion for
business and are as entrepreneurial as we are. Together with Vestum we will
continue our growth journey, and to help our customers to improve their
operations and to reduce their CO2 footprint, says Carl-Johan Callenholm, CEO
of Lakers Group.
About the acquisition
The initial purchase price amounts to
approximately NOK 2,044 million on a cash and debt-free basis. Existing net
debt in the business amounts to approximately NOK 1,000 million. The initial
purchase price will partly be financed with cash, and partly with approximately
NOK 253 million through payment in reverse, which will then be set off against
2,609,548 shares in Vestum through offset issue. Furthermore, an additional
cash purchase consideration can be paid based on a percentage of acquired
profit in the period up to 31 December 2021. The additional cash purchase
consideration is not expected to exceed NOK 50 million.
The offset issue
addressed to the sellers of Lakers Group comprises a total of 2,609,548 shares
in Vestum and will be issued at a subscription price of NOK 97.0739 per share,
corresponding to SEK 99,28 per share. The subscription price has been
determined via a ten-day volume-weighted average price (VWAP) in Vestums share
during the period 23 September 2021 up to and including 6 October 2021 and the
exchange rate for the conversion of NOK to SEK on 6 October 2021. All operating
sellers, who together subscribe for 575,050 shares in Vestum, have undertaken
not to sell the subscribed shares for a period of 24 months (lock-up). Other
sellers, who in total subscribe for 2,034,498 shares in Vestum, have undertaken
not to sell the subscribed shares for a period of 12 months.
The offset issue
will mean a total dilution of approximately 2.7%. The number of outstanding
shares in connection with the offset issue will increase from the existing
92,504,179 to 95,113,727 shares.
In connection with the completion of the
acquisition, the Board will, with the support of authorization from the Annual
General Meeting on 20 May 2021, decide to issue the shares in the offset issue
to the sellers.
The execution of the transaction is subject to customary terms
and is subject to approval by an Extraordinary General Meeting in Vestum.
Notice of such an Extraordinary General Meeting will be announced in a separate
press release.
To finance part of the acquisition of Lakers Group, Vestums
Board of Directors has decided to raise additional capital through a directed
new share issue in the form of an accelerated bookbuilding procedure, which
will be published separately in connection with this press release.
The above
information on dilution and number of shares is based on previously announced
offset issues.
Adviser
Svalner provides financial advice and Cirio
Advokatbyrå acts as legal adviser to Vestum in connection with the
acquisition.
Responsible Party
This information is information that Vestum AB
(publ) is obliged to make public pursuant of the EU Market Abuse Regulation.
The information was submitted for publication, through the agency of the
contact persons set out below, at 17:31 CEST on October 7, 2021.
For
additional information, please contact:
Conny Ryk, CEO of Vestum AB
(publ)
Phone: +46 70 775 53 10
E-mail: conny.ryk@vestum.se
The following
documents can be retrieved from
beQuoted
Press-release-Lakers-20211007.pdf-https://www.bequoted.com/beQPress/dow
nload.asp?Id=44115
About
Vestum
Vestum is a Swedish acquisition-driven company focused on acquiring and
developing specialist companies within the construction services and
infrastructure industries. Vestum is actively looking for high-quality
companies with proven business models, strong market positions and predictable
cash flows where Vestum can be involved and contribute to continued positive
development.
For additional information, please visit: www.vestum.se
http://www.vestum.se
Vestums share is traded under the short name VESTUM on
Nasdaq First North Growth Market and the companys Certified Adviser is G&W
Fondkommission: phone: +46 (0)8 503 000 50, e-mail: ca@gwkapital.se
mailto:ca@gwkapital.se .