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NRW Holdings (NWH) investor relations material

NRW Holdings M&A Announcement summary

Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
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M&A Announcement summary2 Sep, 2025

Deal rationale and strategic fit

  • Acquisition adds a strategic fourth pillar (EMIT), expanding capabilities in electrical, mechanical, HVAC, infrastructure, and technology services, and diversifying into high-growth sectors like energy transition, electrification, automation, and digital innovation.

  • The deal enables entry into new addressable markets, leveraging existing relationships for cross-selling, and enhances exposure to major infrastructure projects.

  • Fredon/Freedom brings a capital-light, cash-generative model with a strong track record, national footprint, and 2,500 skilled staff, supporting stable, scalable growth and annuity-style revenues.

  • Strong cultural alignment and complementary capabilities enhance the combined group’s reach across Australia, New Zealand, Canada, and the US.

  • Management views the acquisition as transformational, with significant long-term growth potential and robust market positioning.

Financial terms and conditions

  • Maximum consideration of up to $200 million, including $122 million initial cash, $45–$60 million earn-out based on FY25 EBIT, and up to $18 million deferred for two years post-completion.

  • Implied acquisition multiple is 5.2x normalized EBIT/EV, considered attractive relative to sector peers.

  • Funded from undrawn/existing debt facilities and business-generated cash; short-term increase in gearing expected, with a return to target levels (below 30%) due to strong cash flow.

  • CapEx requirements are light, running $3–$5 million annually, with similar depreciation.

  • Economic effective date is 1 July 2025, with anticipated completion on or before 30 September 2025.

Synergies and expected cost savings

  • No cost synergies or management changes planned; focus is on revenue synergies, leveraging relationships, and cross-sector growth.

  • Immediate EPS accretion anticipated, with clear visibility on FY26 earnings and high cashflow generation to support deleveraging.

  • Targeting a 6% EBIT margin for Freedom/Fredon over time, in line with sector peers.

  • Significant opportunity to expand services into the resources sector and cross-sell across the combined client base.

  • Enhanced ability to leverage combined capabilities for expanded service delivery.

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Frequently asked questions

NRW Holdings Limited is an Australian diversified services company providing civil construction, mining, and maintenance services. The company’s operations cover a range of industries, including resources, infrastructure, and energy. NRW Holdings offers services such as mine development, bulk earthworks, drill and blast operations, and equipment maintenance. Through its various subsidiaries, the company supports large-scale projects, delivering end-to-end solutions that span from construction to project management in both remote and urban locations. The company is headquartered in Perth, Western Australia, and its shares are listed on the Australian Securities Exchange.

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