AF Gruppen ASA has, through Betonmast Holding AS, a company of which is 66 per cent owned by AF Gruppen and 34 per cent by the management and former shareholders of Betonmast, entered into an agreement with the Board of BetonmastHæhre AS to acquire 100 per cent of the shares in Betonmast AS. The acquisition is conditional upon the bid being approved by a general assembly in BetonmastHæhre which is planned on September 16. Shareholders representing 66 per cent of the shares of BetonmastHæhre are committed to vote for the transaction. The bid is further conditional upon a limited due diligence, and that the transaction is approved by the competition authorities. The seller’s banker has pre-accepted the sale. The seller has reached an agreement relating to new funding, including terms for the financing of BetonmastHæhre. It is assumed that this finance will have been implemented prior to the transaction taking place. As a result of the transaction, BetonmastHæhre will change its name to Hæhre & Isachsen Gruppen. It is expected that the transaction will be concluded in October 2019.
The Betonmast group has approximately 1 000 employees and comprises a total of 16 companies in the Betonmast Norway, Betonmast Property and Betonmast Sweden segments. The companies had revenues of NOK 6 942 million and a result of NOK 217 million in 2018. The Board of Directors has the following members: Svein Hov Skjelle, Lars Håkon Tingulstad, Ole Enger and Tommy Hagen. The main senior management is Jørgen Evensen (CEO), Peter Sandrup, Svend-Harald Maalen, Erland Ensrud, Karianne Børresen Moksnes, Hans Jørgen Lundby and Mattias Gustafson.
“Betonmast has seen impressive growth since starting up in 2006 and is a well-run company with competent employees and management, interesting projects, strong growth and good profitability and a healthy order backlog. AF Gruppen has a long term and industrial goal with ownership, and we intend to be an active owner. The transaction will strengthen our position in the Norwegian and Swedish construction markets. With our entry we hope to bring expertise and insight that can contribute to increasing added value in the company in the short and long term. We believe that this is a very good solution for the company, employees and customers,” says Morten Grongstad, CEO of AF Gruppen.
The Betonmast group’s project portfolio comprises everything from major residential projects to commercial and public buildings. The Betonmast group is a major player in building for the public sector, and possesses specialist expertise in project development and collaborative contracts.
The bid for all shares is NOK 2 075 million (NOK 140.5 per share) in cash. The management and former shareholders of Betonmast will fund its share of the acquisition by providing NOK 352 million in equity to Betonmast Holding. AF Gruppen will finance the remainder of the purchase price with a combination of equity and loans. AF Gruppen is financing the acquisition using existing credit facilities in AF Gruppen and by conducting a private offering of NOK 400 million directed at the company four largest shareholders, OBOS BBL, ØMF Holding AS, Constructio AS and Folketrygdfondet, which has committed to subscribing to all issued shares. The private placement is expected to be implemented upon completion of the acquisition at subscription price corresponding to the prevailing stock market price. The board will facilitate equal treatment of all AF shareholders and thus intends to propose to an extraordinary general assembly that the board convenes, to adopt a repair issue to the remaining shareholders of the company at the time of the general assembly at the same price as in the private placement. Further details of this will be published once the board has reached a final decision in relation to the proposal for a repair issue, including the size of this.
AF Gruppen wants all employees of Betonmast who currently have ownership in BetonmastHæhre AS to retain their ownership in Betonmast Holding. Once the acquisition is completed, Betonmast Holding will offer shares to these shareholders on the same terms Betonmast Holding is paying in the transaction. It is assumed that after this AF Gruppen will maintain an ownership share of approximately 60 per cent.
Senior employees in Betonmast who are co-investors in the transaction are also shareholders of BetonmastHæhre. Other than this, no agreements have been entered into for the benefit of senior employees or board members of AF Gruppen or Betonmast.
The table below sets out selected key financial information for Betonmast as reported:
All figures in NOK million
2018 2017 2016
Revenue 6 942 5 547 4 497
EBIT 217 234 174
EBIT-margin 3.1% 4.2% 3.9%
EBT 221 238 205
EBT-margin 3.2% 4.3% 4.6%
Non-current assets 446 356 274
Bank deposits 1 335 1 165 546
Current assets 1 315 1 315 846
Total current assets 2 650 2 480 1 392
Total assets 3 097 2 836 1 666
Equity 386 364 274
Interest-bearing debt, long-term 29 124 35
Other long-term liabilities 134 147 99
Total long-term liabilities 163 271 134
Interest-bearing debt, short-term 300 1 0
Other short-term liabilities 2 247 2 200 1 258
Total short-term liabilities 2 547 2 201 1 258
Total equity and liabilities 3 097 2 836 1 666
For further information:
CEO, Morten Grongstad, tel. +47 991 53 905
Executive Vice President / CFO, Sverre Hærem, tel. +47 952 45 167