NRC Group ASA ("NRC Group" or the "Company") has on 10 October 2017 agreed to acquire the infrastructure company Fibertech AS ("Fibertech") for a total consideration of NOK 61.5 million in a combination of cash and NRC Group shares.
Fibertech carries out cable installation, hauling and floating work. The company currently has employees with extensive experience from project management within cable installation and related infrastructure work, and are considered specialist on fiber infrastructure for railway. Bane Nor is today the largest client of Fibertech. In addition, the company delivers services and products to other entrepreneurs, infrastructure companies and teleoperators. The acquisition of Fibertech will strengthen the operations and services of NRC Group’s Norwegian branch within several disciplines, and the overall capability of the Group as a turnkey entrepreneur for infrastructure projects. Fibertech will amplify NRC Group’s position for projects such as the 5.000 km new fiberlines for transmission network along Norwegian railway. A network upgrade required in connection with the ERMTS rollout.
NRC Group will acquire 100% of the shares in Fibertech. The enterprise value is NOK 61.5 million on a cash and debt free basis and assuming a normalized working capital. The enterprise value is based on an estimated EBIT for 2017 of NOK 12 million. The sellers of Fibertech have guaranteed a minimum EBIT in 2017 and 2018 of NOK 12 million.
Assuming no adjustments in the enterprise value, 55% of the purchase price will be settled by payment of approximately NOK 33.8 million in cash (of which NOK 6 million will be placed in escrow) and the remaining 45% of the purchase price of approximately NOK 27.7 million will be settled by issuance of 450,000 shares in the Company at a price of NOK 61.5 per share (the "Consideration Shares"). The Consideration Shares are subject to a lock-up period, whereby 1/3 of the Consideration shares are subject to a lock-up undertaking of 24 months, 1/3 for 30 months and the last 1/3 for 36 months after the closing date. The transaction is expected to be completed during October 2017.
The indirect sellers of Fibertech (owning Fibertech through holding companies) are the founders of the company and certain indirect sellers are key employees. The indirect sellers are also members of the current board of directors.
For further information, please contact CEO Øivind Horpestad, telephone: +47 91 00 06 26.
About NRC Group ASA:
NRC Group is a leading contractor within railway infrastructure in Norway and Sweden. The company is a supplier of all track-related infrastructure services, including groundworks, specialized track work, safety, electro, telecom- and signaling systems. The company works within rail, metro, tram segments and close related infrastructure. NRC Group has experienced significant growth since its inception in 2011 and has a vision of becoming the leading Nordic entrepreneur within railway infrastructure.
For more information: www.nrcgroup.com.
About Fibertech AS
Fibertech is an infrastructure company with emphasis on cable installation, hauling and floating. Fibertech is headquartered in Oslo and had a revenue of approximately 27.3 million NOK in 2016. For more information: www.fibertech.no
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.