·
Opus Group AB (publ) (Opus Group or the Company) announces a rights issue to
existing shareholders of approximately SEK 150 million before transaction costs
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The proceeds will be used to strengthen Opus Group’s balance sheet in
conjunction with the acquisition of Drew Technologies, Inc. (Drew Tech) and to
finance the Company’s continued expansion
·
The rights issue is subject to approval by Extraordinary General Meeting (“EGM”)
on March 10, 2015
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The subscription price and offer ratio intends to be decided no later than March
4, 2015 and announced no later than March 5, 2015 at the latest
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The subscription period will run from and including March 17, 2015 up to and
including March 31, 2015
Background and purpose
Opus Group was founded in 1990 and is a Swedish public company whose shares are
admitted to trading on Nasdaq Stockholm since July 2, 2013. Opus Group is a
leading global supplier in vehicle inspection technology and operation of
vehicle inspection programs, with two main divisions: Vehicle Inspection and
Equipment. Opus Group aims to become a leading player in the global inspection
industry. The Company has more than 1,700 employees with its own production
facilities and 24 local offices in the U.S., Peru, Chile, Mexico and Pakistan,
headquartered in Mölndal.
Opus Group is a growth oriented company growing through a combination of
strategic acquisitions and expansions in existing and new markets. The Company
has had a compound annual growth rate of approximately 49.5 percent for the
period 2009 to 2013. As part of the growth strategy Opus Group announced that it
had signed an agreement for the acquisition of Drew Tech on February 12, 2015.
The Acquisition of Drew Tech is an important component in Opus Group’s long-term
growth strategy in North America and strengthens the Company’s position on the
global market.
The acquisition means that Opus Group controls market leading OBD technology it
intends to use in several markets. This technology is of great importance for
the future global product and service offering of Opus Inspection, including in
the U.S. vehicle inspection markets.
The purchase price is USD 30 million (approximately SEK 254 million) plus a
contingent earn-out of 4.4 million (approximately SEK 37 million). The
transaction is financed through USD 25 million (approximately SEK 211 million)
in the Company’s existing cash, USD 5 (approximately SEK 42 million) million in
a directed issue in kind to the sellers of Drew Tech and USD 4.4 million
(approximately SEK 37 million) in earn-out to be paid out over five years. The
price of the shares of the directed issue in kind is based on the average
closing share price of Opus Group during 15 trading days preceding signing of
the share purchase agreement. See separate press release for additional details
on the acquisition of Drew Tech.
Opus Group has available financing in place to go through with the acquisition
of Drew Tech. The forthcoming rights issue of approximately SEK 150 million
before transaction costs is conducted to strengthen the Company’s balance sheet
in conjunction with the acquisition, and thereby reach the Company’s financial
target as well as obligations to creditors, and to finance the Company’s
continued expansion.
Rights issue
The Board of Directors has resolved, subject to approval by EGM, on a new share
issue of approximately SEK 150 million before transaction costs. The Company’s
current shareholders have preferential rights in proportion to current
shareholdings as of the record date. New shares not subscribed for with primary
preferential rights will be offered for subscription to all shareholders.
The Board of Directors intend to, on March 4, 2015 at the latest, decide on the
subscription price, offer ratio and the amount which the Company’s share capital
will be increased by. This will be announced in a separate press release on
March 5, 2015 at the latest.
The record date for participation in the rights issue is March 12, 2015 and the
subscription period runs as from March 17, 2015 up to and including March 31,
2015, with a right for the Board of Directors to extend the subscription period.
The EGM will be held on March 10, 2015. See separate press release with the EGM
notice for additional details.
Preliminary time table for the rights issue
March Subscription price and offer ratio is made public through a press
5 release
March The EGM resolves on the Board of Directors’ rights issue resolution
10
March Last day of trading in the Opus Group share including subscription
10 rights
March Estimated date for publication of the prospectus
11
March Record date for allotment of subscription rights, i.e. shareholders
12 who are registered in the Company’s share register as of this day
will receive subscription rights for participation in the rights
issue
March Trading in subscription rights
17-27
March Subscription period
17-31
April Estimated date for announcement of the preliminary outcome
7
Financial and legal advisors
Swedbank Corporate Finance is acting as financial advisor and Advokatfirman
Vinge is acting as legal advisor to Opus Group in conjunction with the rights
issue.
Mölndal February 13, 2015
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 73
vehicle inspection stations in Sweden. Opus Inspection operates vehicle
inspection programs in the U.S., Chile, Peru, Pakistan and on Bermuda 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.
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).
