NV5 Global (NVEE) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a leading global TICC and engineering platform with over $2 billion in combined revenue, expanding service offerings, customer base, and unlocking new geographies and end markets.

• The combination accelerates the vision of building a world-class tech-enabled engineering company, leveraging technical expertise and diverse capabilities to enhance lifecycle asset management.

• Both companies expect to expand and complement each other's business lines, driving increased wallet share and cross-selling opportunities with minimal customer overlap.

• Both have a strong history of successful M&A and see the combined platform as a robust base for future inorganic growth.

Financial terms and conditions

• The acquisition values the target at $23 per share: $10 in cash and $13 in common equity, for a total enterprise value of about $1.7 billion, representing 10.3x 2025 consensus adjusted EBITDA.

• NV5 shareholders will own about 40% and Acuren shareholders about 60% of the combined business, subject to adjustment.

• NV5 stockholders will receive between 1.3636 and 1.1157 shares of Acuren for each NV5 share, depending on Acuren's closing price.

• All bank indebtedness will be repaid at closing.

• The transaction includes a 60-day go-shop period, requires shareholder approval from both companies, and is expected to close in the second half of 2025.

Synergies and expected cost savings

• The transaction is expected to deliver $20 million in near-term cost synergies, primarily from back-office headcount, real estate, and public company cost savings.

• Combined 2024 adjusted EBITDA post-synergies is approximately $350 million.

• Additional savings are expected from consolidating regional offices and optimizing shared functions.

• Both companies anticipate further incremental savings and substantial long-term revenue synergies as integration progresses.