Norconsult (NORCO) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition strengthens the acquirer's position in Norwegian infrastructure and supports ambitions to become a top three player in the Nordics.

• Enhances capacity for large, complex projects through combined expertise and complementary capabilities.

• Both companies share strong cultural alignment, values, and a history of collaboration.

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

• The target brings expertise in infrastructure, especially bridges, and a solid track record in public sector projects.

Financial terms and conditions

• Enterprise value set at NOK 1,430 million, representing 13.9x adjusted EBITDA/EBITA for the previous year.

• 80% of the purchase price paid in cash, 20% in newly issued shares at closing, priced at the 5-day volume weighted average.

• Cash portion funded through internal resources and a NOK 900 million new term loan with five-year maturity.

• Pro forma net debt/EBITDA expected at around 1.0 post-transaction.

• 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.

• Integration costs estimated at NOK 10 million, mainly for IT and co-location, spread over 2026–2027.

• No significant additional Opex synergies expected due to the target's lean structure.

• Joint integration planning to begin immediately post-closing.