The vehicle inspection company Opus Group AB (publ) announces that it has
completed the closing of the acquisition and has received access to all shares
of Envirotest Systems Holdings Corp. The purchase price is approximately USD
89.96 million (approx. SEK 585 million). All conditions of the merger agreement
for the acquisition of Envirotest Systems Holdings Corp., a leading vehicle
inspection services and technology company in North America, now have been met.
After the acquisition the company is now called Envirotest Corp. Envirotest,
headquartered in Windsor, Connecticut, USA, is the market leader in the
centralized vehicle inspection business in the United States. Program management
and operations are conducted in North America, and Remote Sensing Device (RSD)
services are offered globally. Envirotest has exclusive rights to certain RSD
patented technology and proprietary vehicle inspection database systems (VIDs).
Envirotest has 1,060 employees. The acquisition includes approximately 60 real
properties owned by Envirotest. In addition, Envirotest leases 28 real
properties. In 2013, the acquired business had revenues of USD 82 million.
The total purchase price amounted to USD 89.96 million (approx. SEK 585 million)
on a debt free basis. The acquisition includes real estate properties with an
appraisal value of approximately USD 50 million (approx. SEK 325 million) and a
cash balance of approximately USD 6.3 million (approx. SEK 41 million). Hence,
the acquired underlying business, excluding cash and real property, is valued at
approximately USD 34 million (approx. SEK 221 million). The acquisition includes
skilled personnel, intellectual properties, 60 vehicle inspection stations,
inspection equipment, leases of the real estate and miscellaneous assets. The
acquisition also includes processes, procedures and know-how.
All conditions for the completion of the acquisition were satisfied: Envirotest
executed a contract for the continuation of the vehicle inspection program in
Colorado; and Opus Group received funding for the purchase price. The
acquisition is financed through a long-term credit facility of USD 46 million
(approx. SEK 300 million) from Swedbank, a corporate bond of SEK 200 million and
the recent rights issue of SEK 152.7 million.
"We are very pleased with the acquisition of Envirotest, a company with a great
reputation, qualified and experienced personnel, important technologies
including Remote Sensing (RSD) and long-term centralized vehicle inspection
contracts. After the acquisition, Opus Inspection will become the market leader
in the U.S. vehicle inspection market. Opus Inspection is already the market
leader in the U.S. decentralized vehicle inspection market segment and now also
becomes the market leader in the U.S. centralized vehicle inspection market
segment. The acquisition increases the Opus Group’s contract base of long-term
vehicle inspection contracts in the U.S. Opus Group will also get control of
Envirotest’s patented Remote Sensing Technology," said Magnus Greko, CEO and
President of Opus Group. "I especially want to express a warm welcome to the
Envirotest employees to the Opus Group, all of whom have been instrumental in
the company’s ongoing success.", Magnus Greko continued.
Deal advisors
Ellis & Winters LLP in the U.S. and Mannheimer Swartling and Advokatfirman Vinge
acted as legal advisors to Opus Group in connection with the transaction.
Swedbank Corporate Finance was the financial advisor in connection with the
rights issue that was part of the funding for the acquisition.
PricewaterhouseCoopers was the financial advisor in connection with the
transaction.
Gothenburg, March 3, 2014
Opus Group AB (publ)
For additional information, please contact
Magnus Greko
President and CEO
Phone: 46 31 748 34 00
E-mail: magnus.greko@opus.se
Peter Stenström
Investor Relations
Phone: 46 765 25 84 93
E-mail: peter.stenstrom@opus.se
About Opus Group
Opus Group is a leading company in vehicle inspection technology and vehicle
inspection program operations. The Group has two main business areas which are
vehicle inspection and equipment. Opus Group is one of the market leaders in
vehicle inspection operations in the US and Sweden. Opus Bilprovning has 72
vehicle inspection stations in Sweden. Opus Inspection operates vehicle
inspection programs in the U.S., Bermuda, and Peru and is active in sales and
service of emission control equipment in North America and Mexico. Through the
subsidiaries, Opus Equipment and J&B Maskinteknik, Opus Group conducts
production, sales, and service of vehicle inspection equipment for vehicle
inspection companies and vehicle workshops. Opus Group’s revenues amounted to
approximately SEK 1,047 million in 2013. Opus Group’s shares are listed on
Nasdaq OMX Stockholm.
About Envirotest Systems Holdings Corp.
Established in 1974, Windsor, Connecticut based Envirotest Systems Corp. is the
leader in centralized vehicle emissions testing equipment, services and
technology in North America. Envirotest provides Remote Sensing Device services
throughout the world and operates six centralized and decentralized vehicle
emissions testing programs in the U.S. and Canada under its Envirotest brand
(www.etest.com).
FFFS 2007:17 (10 kap 11§) (SFSA rules) - The information in this press release
is published in accordance with the rules in the law (2007:528) under the
Securities Market Act (2007:528).
