Opus Inspection, Inc. has signed a share purchase agreement to acquire Drew
Technologies Inc, a leading manufacturer of vehicle communication analysis and
diagnostic equipment for the vehicle inspection and automotive service industry.
The purchase price is USD 30 million (approximately SEK 254 million) plus a
contingent earn-out of 4.4 million (approximately SEK 37 million). The
transaction is expected to close within the next 30 days.
·
Opus Inspection, Inc (Opus Inspection), a subsidiary of Opus Group AB (publ)
(Opus Group), has signed an agreement to acquire Drew Technologies, Inc, (Drew
Tech) for a purchase price of USD 30 million (approximately SEK 254 million) on
a debt free basis plus a contingent earn-out of USD 4.4 million (approximately
SEK 37 million). The acquisition includes a cash balance of approximately USD
400,000 (approximately SEK 3.4 million). Hence, the acquired business excluding
cash is valued at approximately USD 29.6 million (approximately SEK 250
million).
·
After the acquisition, Drew Tech will become a subsidiary of Opus Inspection.
However, the company will continue to operate as a stand-alone legal entity with
the current management in place.
·
Drew Tech is a leading manufacturer of On Board Diagnostic (OBD) equipment for
the vehicle inspection industry and for the OEM automotive industry. Drew Tech
offers tools for vehicle development, end‑of-line testing, vehicle diagnostics
and vehicle inspection programs.
·
In 2014, Drew Tech had revenues of approximately USD 13 million (approximately
SEK 110 million) with EBITDA of USD 5.4 million (approximately SEK 46 million).
In 2014, Drew Tech had sales to Opus Inspection of approximately USD 2.2 million
(approximately SEK 19 million).
·
The transaction is financed through USD 25 million (approximately SEK 211
million) in cash, USD 5 million (approximately SEK 42 million) in a directed
issue in kind to the sellers of Drew Tech and USD 4.4 million (approximately SEK
37 million) in earn-out over five years. The transaction is expected to
contribute to net profit per share for Opus Group beginning in March 2015.
"We are excited about the acquisition of Drew Tech, a leading technology company
focused on vehicle communication. The company has a leading position in the OBD
scan tool and data logger market and a bright future ahead of itself. Drew Tech
will continue to operate stand alone and focus on its strong customer
relationships. Short and mid-term we see a great strategic fit between both Drew
Tech and Opus Inspection as vehicle communication will become a significant
portion of vehicle inspection programs” said Lothar Geilen, CEO of Opus
Inspection. “Their technical expertise in OBD technology is the company’s
leading strength. I especially want to express a warm welcome to the Drew Tech
employees, who have been instrumental in the company’s ongoing success.” Geilen
continued.
Background and reasons for the Acquisition
Drew Tech, founded in 1996 and headquartered in Ann Arbor, Michigan, USA, has
developed into a leading supplier of OBD equipment for vehicle communication
analysis and diagnostics systems for automobile manufacturers, workshops,
automotive dealerships and inspection stations worldwide. All product
development, design and final production take place in Ann Arbor. The company is
at the forefront with its latest OBD technology that is used to inspect vehicles
for both emission and safety vehicle inspection.
The acquisition means that Opus Inspection controls market leading OBD
technology it intends to use in several markets. This technology is of great
importance for the future global product and service offering of Opus
Inspection, including in the U.S. vehicle inspection markets.
The Acquisition in brief
Opus Inspection has entered into a share purchase agreement to acquire Drew
Tech. The purchase price amounts to USD 30 million (approximately SEK 254
million) plus a contingent earn-out of USD 4.4 million (approximately 37 MSEK),
a cash balance of approximately USD 400,000 (approximately 3.4 MSEK), depending
on adjustment for working capital at the closing date of the acquisition. The
company will be acquired on a debt-free basis. The purchase price excluding cash
amounts to approximately USD 29.6 million (approximately SEK 250 million).
Closing is expected to take place within the next 30 days. The acquisition
includes customary representations and warranties by the sellers.
Drew Tech financials in brief
Drew Tech had revenues of approximately USD 13 million (approximately SEK 110
million) in 2014 with an operating profit before interest, taxes, depreciation
and amortization (EBITDA) of USD 5.4 million (approximately SEK 46 million).
Drew Tech has had a compound annual growth rate (CAGR) of about 29 percent over
the past seven years with good profitability. In 2014, Drew Tech had sales to
Opus Inspection of approximately USD 2.2 million (approximately SEK 19 million).
The transaction is expected to contribute to Opus Group’s net profit per share
beginning in March 2015.
Financing of the Acquisition
The transaction is financed through USD 25 million (approximately SEK 211
million) in Opus Group’s existing cash, USD 5 million (approximately SEK 42
million) million in a directed issue in kind to the sellers of Drew Tech and USD
4.4 million (approximately SEK 37 million) in earn-out to be paid out over five
years. The price of the shares of the directed issue in kind is based on the
average closing share price of Opus Group during 15 trading days preceding
signing of the share purchase agreement.
For more information about Drew Tech please visit www.drewtech.com/; and for
Opus Inspection, please visit www.opusinspection.com.
Deal advisors
Vinge Advokatbyrå in Sweden and Ellis & Winters LLP in the U.S. act as legal
advisers to Opus Group.
Mölndal, February 13, 2015
Opus Group AB (publ)
For additional information, please contact
Magnus Greko
President and CEO
Phone: 46 31 748 34 00
E-mail: magnus.greko@opus.se
Peter Stenström
Investor Relations
Phone: 46 765 25 84 93
E-mail: peter.stenstrom@opus.se
About Opus Group
Opus Group is a leading company in vehicle inspection technology and vehicle
inspection program operations. The Group has two main business areas which are
vehicle inspection and equipment. Opus Group is one of the market leaders in
vehicle inspection operations in the US and Sweden. Opus Bilprovning has 73
vehicle inspection stations in Sweden. Opus Inspection operates vehicle
inspection programs in the U.S., Chile, Peru, Pakistan and on Bermuda and is
active in sales and service of emission control equipment in North America and
Mexico. Through the subsidiaries, Opus Equipment and J&B Maskinteknik, Opus
Group conducts production, sales, and service of vehicle inspection equipment
for vehicle inspection companies and vehicle workshops. Opus Group’s revenues
amounted to approximately SEK 1,047 million in 2013. Opus Group’s shares are
listed on Nasdaq OMX Stockholm.
FFFS 2007:17 (10 kap 11§) (SFSA rules) - The information in this press release
is published in accordance with the rules in the law (2007:528) under the
Securities Market Act (2007:528).
