Nemetschek (NEM) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of HCSS creates a global leader in construction technology, expanding coverage in infrastructure and heavy civil construction, and leveraging growth drivers like government investment and urbanization.

• Significantly increases addressable market to $12 billion by 2028, targeting strong growth in infrastructure and public sector markets.

• Enhances presence in North America, balances portfolio, and reduces dependence on cyclical residential/commercial markets.

• Deepens vertical AI leadership by integrating proprietary lifecycle data and advanced AI expertise.

• Partnership with Thoma Bravo as a 28% minority shareholder preserves balance sheet flexibility and enables further M&A.

HCSS overview and product capabilities

• HCSS is a top global provider of infrastructure and heavy civil construction software, generating ~$215 million revenue and ~40% EBITDA margin in FY25.

• Offers a unified, subscription-based platform supporting all project lifecycle stages for self-performing contractors.

• Serves over 4,000 customers, primarily in the US and Canada, with high customer retention and recurring revenues.

• Platform includes solutions for estimating, asset tracking, field productivity, safety, fleet maintenance, and document management.

• Demonstrated customer impact: 60% more bids, 44% less idle time, 88% projects on/under budget, 96% lower incident rates.

Financial terms and conditions

• Transaction is an all-cash deal with Thoma Bravo contributing HCSS for a 28% minority stake in the Build & Construct segment; Nemetschek holds 72%.

• Nemetschek will refinance all HCSS debt, impacting net debt by approximately EUR 450 million.

• HCSS generated ~$215 million in revenue in 2025, with 21% ARR growth and ~40% EBITDA margin.

• Build & Construct segment revenue outlook exceeds EUR 1 billion by 2028, with ~95% recurring revenues and EBITDA margin above 40%.

• Implied valuation is based on EBITDA multiples, estimated at 20+ times, reflecting current market conditions.