Instalco (INSTAL) M&A Announcement summary

Deal rationale and strategic fit

• Expansion into Germany targets a market five times larger than the Nordics, leveraging a fragmented landscape and strong demand for energy-efficient renovations.

• Fabri's decentralized, acquisition-driven model and regional presence align with the acquirer's strategy and values, facilitating integration.

• Partnership with Fabri and Waag & Zübert Value AG offers local expertise, risk minimization, and credibility.

• Entry into Germany is a natural next step for diversification, stability, and long-term expansion.

Financial terms and conditions

• Initial investment of approximately EUR 15 million for a 24% minority stake, with EUR 13 million in shares and EUR 2 million in cash, calculated on the volume weighted average price from 14–20 November 2024.

• Instalco will acquire an additional 27% by Q1 2026–Q2 2027, then 17% more by 2029, with options for the remaining shares between 2030–2033, subject to Fabri's earnings thresholds.

• Purchase price for later steps paid in cash, with multiples based on Fabri's profit levels and similar to current market multiples.

• Remaining shares are held by management and board, with options for outstanding shares between 2030–2033.

Synergies and expected cost savings

• Collaboration in finance, M&A, strategy, and operations expected to drive best practice sharing and enhance group-wide efficiencies.

• Both parties anticipate increased acquisition speed, knowledge transfer, and operational efficiency.