Instalco (INSTAL) M&A Announcement summary

Deal rationale and strategic fit

• Expansion into Germany marks the first move outside the Nordics, targeting a market five times larger and highly fragmented, leveraging a decentralized model and local expertise for growth.

• Fabri's business model, culture, and operational approach closely mirror those of the acquirer, ensuring strategic alignment and facilitating integration.

• Partnership with Fabri leverages local expertise and a proven acquisition-driven platform, minimizing entry risk and accelerating market penetration.

• Partnership with Waag & Zübert Value AG facilitated entry and local credibility.

Financial terms and conditions

• The transaction is structured in four steps: initial 24% minority stake via €15 million (approx. €13 million in new shares, €2 million cash), with subsequent tranches for majority and full ownership based on performance thresholds.

• Instalco will acquire an additional 27% in step two and 17% in step three, conditional on Fabri's earnings, with payments in cash; full consolidation expected between Q1 2026 and Q2 2027.

• Final option to acquire remaining shares between 2030 and 2033; deal structure ensures value creation and risk sharing.

• Instalco shares for the initial payment will be calculated based on the volume weighted average price from 14–20 November 2024.

Synergies and expected cost savings

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

• Local knowledge from Fabri combined with 10 years of acquisition experience anticipated to drive value.