Norconsult (NORCO) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition strengthens the acquirer's leading position in Norwegian infrastructure and enhances capacity for large, complex projects, supporting ambitions to become a top three player in the Nordics.

• Both companies share a strong cultural fit, values, and a history of collaboration on major projects.

• The target brings expertise in infrastructure, especially bridges, and a solid reputation in public sector projects, complementing the acquirer's service offering.

• Largest acquisition in the acquirer's history, supporting further Nordic expansion and leadership.

Financial terms and conditions

• Enterprise value set at NOK 1,430 million, representing 13.9x 2024 adjusted EBITDA/EBITA.

• 80% of the purchase price will be paid in cash, 20% in newly issued shares at closing, priced at the five-day VWAP prior to closing.

• Cash portion funded by internal cash and a NOK 900 million new term loan with five-year maturity and quarterly NOK 40 million installments from Q1 2026.

• Pro forma net debt/EBITDA ratio expected to be around 1 after the deal.

• Final equity purchase price subject to net debt and working capital adjustments.

Synergies and expected cost savings

• Estimated pre-tax cost synergies of NOK 25 million, mainly from office co-location, to be fully realized by 2028.

• No significant Opex synergies expected beyond co-location due to already lean operations.

• Estimated integration costs of NOK 10 million, mainly for IT and co-location, spread over 2026–2027.