VR Track has been valued at €225m on a cash and debt free basis with normalised working capital. NRC Group will pay 65% of the purchase price in cash while the remaining 35% will be paid in the form of consideration shares in NRC Group at an agreed price of NKr 75.31 per share.
The acquisition is conditional upon anti-trust approval in Sweden, certain regulatory approvals in Finland, approval by an extraordinary general meeting (EGM) of NRC Group and other closing conditions.
The transaction will be presented at an NRC Group EGM, expected to be held in early November, with a two-third majority needed to approve the deal. Closing is expected to take place in early January 2019, subject to satisfaction of the closing conditions.
Following completion of the acquisition, VR Group will be the largest shareholder in NRC Group, holding approximately 18.3% of the shares in the company. VR Track will be renamed and rebranded in accordance with NRC Group standards.
In our industry, size matters,” says NRC Group CEO, Mr Øivind Horpestad, who will continue in his role after the acquisition. “We will double in size and improve our competitive position, paving the way for further steady growth. Our two companies are complementary in terms of market position, capacities and capabilities. We will offer design, construction, maintenance and environmental services across the entire value chain, including groundworks, track, security, electro, telecoms and signalling systems, and exciting new opportunities will emerge. Furthermore, the combined company will further strengthen its focus on sustainability, social and governance issues.”
“Both companies are based upon common Nordic values, where a sustainable and responsible approach to the way we solve our projects and how we act together with our clients, employees, investors and all other stakeholders, is high on our agendas,” says VR Group CEO, Mr Rolf Jansson. “In VR Group we are highly enthusiastic about the prospects of becoming the largest shareholder of this great, combined company and we expect to take an active role in the continued development of the company, likely through board representation.”