Endur Asa · OSL:ENDUR
Endur Asa — Merger or Acquisition (January 2021)
36 slides from Endur Asa's merger presentation, Jan 18, 2021
Slide 1: Company presentation
Company presentation 18 January 2021
Slide 2: Disclaimer
Disclaimer By receiving and/or attending and reading this company presentation (the “Presentation”), each recipient agrees No obligation is assumed, except as required by law, to update any forward-looking statements or to conform to be bound by the following terms, conditions and limitations: these
Slide 3: Introduction to todays presenters
Introduction to todays presenters Øivind Horpestad Hans Olav Storkås Lasse B. Kjelsås Chairman CEO CFO Experience: 3
Slide 4: Transaction summary
Transaction summary About Endúr – Company overview Artec acquisition and “New Endúr” Financials
Slide 5: Endúr ASA acquires Artec Aqua AS
Endúr ASA acquires Artec Aqua AS Endúr ASA ("Endúr") has entered into an agreement with Artec Holding AS to acquire 100% of 1 the shares in Artec Aqua AS ("Artec Aqua”). Artec Aqua is a leading turnkey supplier of land-based aquaculture facilities and solutions, This acquisition makes Endúr a domina
Slide 6: Endúr drives Nordic consolidation strategy
Endúr drives Nordic consolidation strategy Marine Infrastructure & Aquaculture the key focus and growth segments Revenues (NOKm) "New" Sub-scale provider in core segment of Leading turnkey supplier of land-based Leading player in both strategic land-based aquaculture solutions aquaculture facilities
Slide 7: About Endúr – Company overview
Transaction summary About Endúr – Company overview Artec acquisition and “New Endúr” Financials
Slide 8: Introduction to Endúr
Introduction to Endúr Company highlights Key financials 2020 pro-forma revenues (NOKm) • Endúr is on its way to become the leading service provider for marine infrastructure in Norway with ability 2,000-2,500 Leading marine to win large projects within: infrastructure player • Land-based aquaculture
Slide 9: Endúr’s recent history
Endúr’s recent history Further consolidation, growth and margin development Announced acquisition of Artec, 2021 - to grow presence within land-based Acquisition of BMO, a aquaculture leading provider of maintenance and rehabilitation services, and NOK Jan 2021 125m equity issue Equity issue of Acqu
Slide 10: Experienced management team, board and owners with extensive industrial background
Experienced management team, board and owners with extensive industrial background Executive Management Board of Directors Owners1 Hans Olav Storkås Chairman: Øivind Horpestad Mill. Shares Pct. Former MD of NRC Norge AS, a total of 11 Over 10 year built NRC Group from zero to NOK years in top positi
Slide 11: Building a solid service provider able to win large projects
Building a solid service provider able to win large projects within land based aquaculture and marine infrastructure • Building a full-service offering within marine infrastructure to Concrete bridge Infield cable take large multi-disciplinary projects • Acquisition of Artec is a big Water cleansing
Slide 12: A «one stop shop» with all relevant services
A «one stop shop» with all relevant services Rationale Targeted marine infrastructure segments • The marine infrastructure markets Sea cables/ remain highly fragmented - clients pipeline seeking “one stop shop” installation • Several segments showing high return potential on stand alone basis • Prof
Slide 13: Delivering on strategy through accretive transactions within attractive markets
Delivering on strategy through accretive transactions within attractive markets • Experienced management in place to execute on consolidation and deliver superior returns from combination Key components in place to • Ahead of target in delivering NOK 2.0 - 2.5bn revenues at 10-12% EBITDA margins in
Slide 14: Well ahead of 2022 growth plan launched June 2020
Well ahead of 2022 growth plan launched June 2020 Delivery on 2022 target of NOK 2.0-2.5bn revenues 2020 pro-forma revenues (NOKm) 2,000-2,500 413 962 625 Endúr Artec Remaining Target 2022 • Executing a pipeline of attractive M&A at accretive multiples, with two acquisitions in the last 3 months • H
Slide 15: Business segments – Marine Infrastructure
Marine Infrastructure Aquaculture Legacy/Other Business segments – Marine Infrastructure Business segments Underwater services and pipes Sea cables/pipeline installation Maintenance and rehabilitation • Provide technical expertise, inspections and • Engineering and installation of subsea • Maintenan
Slide 16: Oceano – Write-down of project portfolio in ØPD
Marine Infrastructure Aquaculture Legacy/Other Oceano – Write-down of project portfolio in ØPD Write-down of project portfolio in ØPD Measures to improve profitability Financials1 • Following new assessments of the project • New management, supported by BMO Revenue portfolio of Oceano, Endúr has dec
Slide 17: A strong player within maintenance of critical marine infrastructure
Introduction to BMO: Marine Infrastructure Aquaculture Legacy/Other A strong player within maintenance of critical marine infrastructure: Quays, dams and bridges Key service offerings Business Experienced management team Track and facilities Dam and power Jeppe Raaholt – CEO • Rehabilitation and mai
Slide 18: Business segments – Aquaculture
Marine Infrastructure Aquaculture Legacy/Other Business segments – Aquaculture Business segments Aquaculture services Aquaculture solutions • Construction and maintenance of large aquaculture projects • Design & produce concrete floating structures with the main emphasis on feed barges for the aquac
Slide 19: Business segments – Legacy/Other
Marine Infrastructure Aquaculture Legacy/Other Business segments – Legacy/Other Business segments Marine Energy Headquarter / Group functions • Engine workshop with specialist expertise • Following discontinuation of Endúr • Offers headquarter functions to the group in high-speed diesel engines Indu
Slide 20: Positioned towards two high growth verticals with similar offering requirements
Positioned towards two high growth verticals with similar offering requirements 2020 PF revenue mix1 Aquaculture2 Marine infrastructure3 NOKbn Kystverket investments, NOKm 36 Legacy/Other 14 % 1 348 12% 12% Acquaculture CAGR CAGR 40 % 827 Marine Infrastructure 11 472 46 % 2019E 2030E 2017 Yearly avg
Slide 21: Artec Aqua
Transaction summary About Endúr – Company overview Artec acquisition and “New Endúr” Artec Aqua Consolidated – “New Endúr” Financials
Slide 22: A leading turnkey supplier for onshore aquaculture
Artec Aqua at a glance: A leading turnkey supplier for onshore aquaculture About Artec Aqua Introduction video • Established in 2002 by Bjørn Finnøy, Bjørnar Flem og Victor Fiveland – all still working in the company • Close proximity to many of the largest aquaculture companies in the world • Super
Slide 23: Turnkey onshore aquaculture supplier backed by highly skilled and experienced management
Turnkey onshore aquaculture supplier backed by highly skilled and experienced management Offerings “Best in class” project management Key financials • Turnkey supplier of onshore aquaculture, can • The Artec Aqua team comprises of 40 highly 1 200 12% deliver all or parts of these services in relatio
Slide 24: Complementary to Endúr’s current service offering
Acquisition rationale: Complementary to Endúr’s current service offering Combined entity is rigged to become a “one stop shop” for marine infrastructure projects Artec Aqua have significant growth opportunities Artec Aqua - Significantly increasing Endúr’s aquaculture offering ¾ Positioned with a re
Slide 25: Highly skilled and motivated management team
Highly skilled and motivated management team Experienced team with complimentary competences Introduction Introduction Introduction Mrs. Eidsvik is the CEO of Artec Aqua Mr. Finnøy is the co-founder and owner of Mr. Flem is the co-founder and owner of Artec Aqua Artec Aqua Experience Mrs. Eidsvik ha
Slide 26: Expanding Endúr’s offering in the fast growing onshore aquaculture market
Expanding Endúr’s offering in the fast growing onshore aquaculture market with smolt/post smolt facilities Current Endúr offering represents ~NOK 500m of capex on big smolt facilities in 2021 - Artec acquisition captures the rest of the capex stack Investments - smolt/post smolt facilities 7,002 202
Slide 27: Artec Aqua - Transaction structure and financing
Artec Aqua - Transaction structure and financing Overview of the transaction Transaction structure NOK 345m in Artec Aqua Enterprise value of NOK 600m, corresponding to an equity value of NOK 690m Endúr shares valuation NOK 345m in shares in Endúr ASA (50%) Settlement to Artec Aqua shareholders
Slide 28: Consolidated – “New Endúr”
Transaction summary About Endúr – Company overview Artec acquisition and “New Endúr” Artec Aqua Consolidated – “New Endúr” Financials
Slide 29: “New Endúr” – Overview of the combined company
“New Endúr” – Overview of the combined company New consolidated group structure Simplified new group structure1) Geographical presence Key financials2) Adj. EBITDA-margin: 7.1% 1,584 Bodø Marine services Marine Infrastructure Aquaculture Legacy Ålesund Artec Aqua HQ and fabrication facilities Isfjor
Slide 30: Main strategies for 2021 – 2022
Main strategies for 2021 – 2022 1 Streamline and integrate current exposure/companies 2 Focus on top line synergies to add organic growth 3 Acquisitive growth strengthening presence in defined segments International expansion 4 • Both marine infrastructure and aquaculture – identified opportunities
Slide 31: Significant potential for top line synergies
Significant potential for top line synergies Marine Infrastructure Aquaculture Other Company Underwater Sea cables/pipeline Aquaculture Aquaculture Harbour/quays Exposure services installation solutions services Artec - - - 9 9 - BMO 9 Potential 9 - Potential 9 Oceano 9 9 - 9 9 - Sjøsterk - - Potent
Slide 32: “New Endúr” – Revenues/EBITDA bridge and further growth opportunities
“New Endúr” – Revenues/EBITDA bridge and further growth opportunities Well positioned for future profitability Pro-forma revenue incl. acquisitions 2020 pro-forma revenues (NOKm) Acquired several profitable businesses within the 2,000-2,500 9 M&A strategy Lower range within reach 413 in 2021 Well-po
Slide 33: Financials
Transaction summary About Endúr – Company overview Artec acquisition and “New Endúr” Financials
Slide 34: “New Endúr” – 2020 Pro forma revenues and EBITDA
“New Endúr” – 2020 Pro forma revenues and EBITDA REVENUES Proforma Adj EBITDA NOK'000 ARTEC AQUA 622 800 59 700 AQUA / SJØSTERK 65 060 65 AQUACULTURE 687 860 59 765 OCEANO 251 349 (9 630) BMO 405 000 69 200 MARINE INFRASTRUCTURE 656 349 59 570 MARITIME 198 962 9 323 ENERGY 53 233 (2 131) OTHER 4 381
Slide 35: “New Endúr” – Pro forma debt overview
“New Endúr” – Pro forma debt overview Overview of debt facilities and cash as of YE 20201 Comments NOKm • BMO acquisition financing by way of Long term debt bank term loan was drawn down Short term acquisition financing 102 130 December 18, 2020 Cash • Artec Aqua acquisition financing; Total GIBD /
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