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· Opus Group AB (publ) (Opus Group or the Company) announces a rights issue to existing shareholders of approximately SEK 150 million before transaction costs · 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 · 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 · 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.
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 5||Subscription price and offer ratio is made public through a press release|
|March 10||The EGM resolves on the Board of Directors’ rights issue resolution|
|March 10||Last day of trading in the Opus Group share including subscription rights|
|March 11||Estimated date for publication of the prospectus|
|March 12||Record date for allotment of subscription rights, i.e. shareholders who are registered in the Company’s share register as of this day will receive subscription rights for participation in the rights issue|
|March 17-27||Trading in subscription rights|
|March 17-31||Subscription period|
|April 7||Estimated date for announcement of the preliminary outcome|
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
President and CEO
Phone: 46 31 748 34 00
Phone: 46 765 25 84 93
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