Trondheim, June 27, 2024: NORBIT ASA (“Norbit” or “company) announced that it has signed a share purchase agreement to acquire 100 percent of the shares of technology company INNOMAR Technologie GmbH (“INNOMAR”).Inomer() is the market leader in subsea profilers for the maritime industry.
The acquisition of Innomar represents an attractive strategic fit for NORBIT as it contributes to the expansion of its product portfolio and diversification of its customer base in the marine sector.
About Inomer
Headquartered in Rostock, Germany, Innomar is a global market leader in the design, manufacture and sale of parametric seabed profilers. With nearly 30 years of experience in acoustic systems, signal processing, marine electronics and software, Innomar has developed high performance cutting edge technology and built a deep expertise that is highly regarded in the market. Serving a diverse and global customer base, Innomar has sold systems to over 80 countries, demonstrating extensive reach and responsiveness to market demand.
Innomar’s flagship product is the Parametric Seabed Profiler, an advanced acoustic instrument designed to operate at any water depth. These devices use special sound pulses to create high-resolution images of the seabed and the surface layers below it. Seabed profilers are used in a variety of applications, including mapping sedimentary layers (e.g., offshore wind farm installation, dredging, construction), conducting geological surveys, and detecting buried objects such as pipelines, cables, rocks, and archaeological artifacts. Users can easily adjust the settings for different tasks using straightforward data acquisition and control software, making the technology versatile and easy to use.
“We are enthusiastic to welcome Innomar into the NORBIT family. Its strong, established brand and nearly 30 years of accumulated domain knowledge are recognized as world class and align with NORBIT’s vision to empower people to explore further. Innomar has an experienced team with deep technical capabilities and their product portfolio complements our existing sonar technologies. This acquisition checks all the boxes,” said Per Jørgen Weisethaunet, CEO of NORBIT.
“Partnering with NORBIT is a great opportunity for Innomar. The partnership aligns well with our long-standing commitment to providing high-quality technology in the marine sector. We believe that NORBIT’s global reach and resources will help us better serve our customers and explore new opportunities in the maritime industry. We look forward to working together and contributing to our common goals,” said Sabine Müller, CEO of Innomar.
Strategic and Financial Rationale
Innomar is a great fit with NORBIT’s criteria for accelerating growth through strategic acquisitions.
- Technology tailored to selected applications
- Complementary product portfolio to diversify revenue and cash flow
- Positive revenue synergies are expected from combining market and R&D efforts to strengthen our offering and position in the underwater acoustics space.
- A customer and commercial focused organization with deep domain knowledge
- Cultural fit
- The transaction is expected to create significant value for shareholders and is expected to be significantly accretive to EBIT in 2024.1Free Cash Flow2 and earnings per share3
Over the past five years, Innomar has reported organic revenue growth of approximately 15% per year on average, driven by strong demand for its marine technologies exploring the offshore space. By providing its customers with world-class products and remaining cost-conscious and efficient, Innomar has reported attractive and stable profit margins over several years. Reported EBIT margins are conducive to NORBIT’s target for the Marine division (25-30%).
Based on a cash and debt-free purchase price, assuming normalized working capital and applying Innomar’s reported financials for fiscal year 2023/24 (ending March 31, 2024), the estimated valuation multiple is 6.1x EV/EBIT.
Key terms of the acquisition
Pursuant to the share purchase agreement, NORBIT, through its wholly owned subsidiary in Germany, will acquire 100% of Innomar’s shares from a group of private investors and the founding management team.
- The acquisition is based on an enterprise value for Innomar of €40.5 million, based on a cash- and debt-free basis and normalized working capital.
- Subject to a final balance sheet calculation following the closing of the transaction, NORBIT will pay an interim purchase price of €39.9 million for the shares upon closing, of which €35.1 million will be settled in cash and €4.8 million will be settled as consideration for NORBIT shares to be issued to Innomar’s founding management team at market price.
- Completion of the acquisition is subject to certain customary closing conditions and is expected to occur in July of this year.
Financing the Acquisition
The company has received a binding offer and commitment for a new long-term loan facility from DNB Bank ASA and, together with the share issue to Innomar management, the transaction is fully funded.
Subject to the closing of the transaction, taking into account the dividend paid to shareholders in May and Innomar’s trailing 12-month EBITDA contribution, NORBIT expects pro forma NIBD/EBITDA for the first quarter of 2024.Four NORBIT has a long-term financial policy of maintaining a NIBD/EBITDA ratio of 1.0-2.5x.
Ensuring continued strong financial flexibility to pursue strategic acquisitions and seize new organic growth opportunities with speed and agility is key both in the capital allocation framework and in achieving the ambitious plans set for 2027. With this in mind, the Board may consider equity financing in connection with partial financing of transactions. NORBIT’s target for 2027 is to report organic revenues of more than NOK 2.75 billion and revenues of more than NOK 3 billion including acquisitions.
For more information about Innomar and the transaction, please see the attached presentation.
For further inquiries, please contact us at the address below.
Per Jørgen Weizetaunet, CEO, +47 959 62 915
Christian Leppe, CFO, +47 900 33 203
About NORBIT:
NORBIT is a global provider of tailored technologies, aligned with its mission to solve challenges and drive sustainability through innovative solutions. The company is structured into three business segments to serve its key markets: Marine, Connectivity and Product Innovation & Enabling. The Marine segment provides customized technology solutions for the global maritime market. The Connectivity segment offers wireless solutions for identification, monitoring and tracking. The Product Innovation & Enabling segment offers R&D services, unique products and contract manufacturing to key customers. Headquartered in Trondheim and with manufacturing in Europe and North America, NORBIT employs around 500 people and has a sales and distribution platform worldwide.
For more information, visit www.norbit.com.
Advisor:
Wikborg Rein Advokatfirma AS and Weisner Partner mbB Rechtsanwälte acted as legal advisors to NORBIT in connection with the acquisition.
March Announcements:
This information is deemed to contain inside information pursuant to Article 7 of the EU Market Abuse Regulation and is subject to disclosure requirements pursuant to Sections 5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was made by Elise Heidenreich, Investor Relations at NORBIT ASA, on June 27th at 12:40 CEST.
Forward-Looking Statements
Matters discussed in this release may be forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believes,” “aims,” ​​”expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based on various assumptions, many of which are based on further assumptions. Although the Company believes that these assumptions are reasonable at the time they are made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and are beyond the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by such forward-looking statements in this release. Forward-looking statements speak only as of the date they are made and should not be relied upon as a guide to future performance. The Company undertakes no obligation or undertaking to update, review or revise any forward-looking statements contained in this release, whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as of the date hereof and are subject to change without notice.
1 EBIT stands for earnings before interest and taxes and is equivalent to the operating profit reported on NORBIT’s consolidated income statement.
2 Free cash flow is net cash generated from operating activities less net cash used in investing activities as reported on NORBIT’s consolidated statements of cash flows.
3 Earnings per share is calculated by dividing after-tax income attributable to the Company’s common stockholders for the period as reported on NORBIT’s consolidated statements of operations by the number of the Company’s shares outstanding.
Four NIBD/EBITDA is EBITDA divided by net interest-bearing borrowings, which is defined as total interest-bearing borrowings, including lease liabilities, less cash and cash equivalents, as reported in NORBIT’s consolidated financial statements.
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2024-06-27 NORBIT acquires Innomar
