Adapteo Plc – Inside information – 9 December 2020 at 8.10 a.m. CET
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Adapteo has entered into an agreement to acquire all of the shares in Stord Innkvartering AS ("Stord") from its current private owners at an enterprise value (EV) of NOK 1,050 million (approximately EUR 97 million). A purchase price of NOK 667 million (approximately EUR 62 million) will be payable upon the completion of the acquisition and potential additional consideration of up to 10 per cent of the purchase price may become payable in the future depending on Stord's future financial performance. The acquisition is expected to be completed during January 2021. Adapteo expects the acquisition to have a positive effect on its earnings per share from 2021. In connection with the acquisition, Adapteo has entered into a new financing facilities agreement and has also undertaken to raise additional equity, which it is planning to do within its existing share issue authorisation.
Stord operates across Norway within adaptable buildings including accommodation units, offices and canteens. A majority of Stord's customers are in the infrastructure industry and public sector. Stord's building portfolio consists of approximately 4,000 units with approximately 110,000 square meters and the company has an estimated market share of 10–15 per cent of the adaptable building market in Norway.
For the financial year 2019, Stord had revenue of NOK 189 million, EBITDA of NOK 114 million (excluding lease costs), and EBIT of NOK 37 million on a pro forma basis and prepared in accordance with Norwegian generally accepted accounting principles.
For the financial year 2020, Stord estimates revenue of approximately NOK 200 million, EBITDA of NOK 127–132 million, and EBIT of NOK 80–85 million on a pro forma basis and prepared in accordance with IFRS. These figures are estimates and refer to the Stord business subject to the acquisition and do not take into account any potential additional effects arising from the future consolidation of the Stord business as part of the Adapteo group.
Adapteo will today arrange a conference call regarding the Stord acquisition. Further details regarding the conference call can be found at the end of this release.
The acquisition of Stord is supported by a strong strategic rationale and offers further value creation opportunities. In particular:
Philip Isell Lind af Hageby, President and CEO of Adapteo, comments on the acquisition:
"With the acquisition of Stord, we are strengthening our position within the private sector and expanding our addressable market in Norway by entering the worker accommodation segment, which also serves as a growth platform for further Nordic expansion. I am impressed by Stord's team and the way that they have built the company and by the way they operate it. Stord has a strong and well-established network and expertise within the private sector and will be a great complement to our existing business."
Endre Sørstrømmen, Stord's CEO, comments on the acquisition:
"We are looking forward to becoming part of a leading international group with great expertise in the area of adaptable buildings. Joining our forces creates the opportunity to further strengthening our position and offering within the area of workers accommodations."
The completion of the acquisition of Stord is conditional on certain customary conditions. The completion of the acquisition is not conditional on authority approvals.
The purchase price will be paid in cash. In connection with the acquisition, Adapteo has entered into a facilities agreement to refinance its existing EUR 500 million loan agreement consisting of a EUR 400 million term loan and a EUR 100 million revolving credit facility. Pursuant to the new agreement, the total amount of the facilities was increased to EUR 630 million to finance the acquisition of Stord and to refinance Stord's existing indebtedness.
In connection with the new facilities agreement, Adapteo has also undertaken to raise additional equity, which it is planning to do within its existing share issue authorisation. Danske Bank A/S, Finland Branch, and Nordea Bank Abp, filial i Sverige, have been mandated to assist Adapteo in evaluating equity financing alternatives.
Adapteo's net debt as at 30 September 2020, as adjusted to include the net debt impacts from the acquisition of Stord as well as the acquisition of Dutch Cabin Group, which was completed on 29 October 2020, amounts to EUR 574 million, without taking into account any additional equity Adapteo may raise.
Contemplated Nasdaq Helsinki listing
Due to the acquisition and the related financing, Adapteo has decided to further postpone its listing on Nasdaq Helsinki. Postponing the listing on Nasdaq Helsinki will enable Adapteo to focus on completing the Stord acquisition and to provide, in connection with the listing, more detailed information on the impact of the Stord acquisition and the acquisition of Dutch Cabin Group announced on 5 October 2020. It remains Adapteo's firm intention to list its shares on Nasdaq Helsinki and Adapteo will announce a new intended timetable when it has been established.
Adapteo will also postpone the publication of its Financial Statements Release 2020, which had been scheduled to be published on 5 February 2021. Adapteo will announce the new publication date when it has been established.
A conference call with a presentation on the Stord acquisition for investors, analysts and media will be held on Wednesday 9 December at 10.00 CET. The presentation will be held via tele conference and webcast by President and CEO Philip Isell Lind af Hageby and CFO Erik Skånsberg.
The session will start with a presentation, followed by a Q&A session and will be held in English. A recorded version will be available after the conference at www.adapteogroup.com under Investors.
Dial in numbers and links to conference call
FIN: +358 981710310 PIN: 13418852#
SE: +46 856642651 PIN: 13418852#
UK: +44 3333000804 PIN: 13418852#
US: +1 6319131422 PIN: 13418852#
Link to audiocast: https://adapteo.videosync.fi/2020-12-09-f668jsyhzy
 Enterprise value includes subsidiaries that will be wholly owned at closing (except one subsidiary that will continue to be 50.8% owned). Exchange rate of NOK 10.778 = EUR 1.
For additional information, please contact
Philip Isell Lind af Hageby, CEO, +46 73 022 19 36, firstname.lastname@example.org
Erik Skånsberg, CFO, +46 70 264 70 35, email@example.com
This is information that Adapteo 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 above, at 8.10 a.m. CET on 9 December 2020.