On 8 July 2021, Multiconsult announced that it had entered into an agreement to purchase 100% of the shares of Erichsen & Horgen AS at an enterprise value (EV) of NOK 410.0 million, on a cash- and debt free basis based on normalised working capital. After adjusting for working capital and net cash, the total purchase price for the acquisition was NOK 421.8 million. The purchase price was settled in a combination of NOK 337.5 million in cash (80%) and NOK 84.4 million in Multiconsult shares (20%).
In this connection, Multiconsult will issue 460,129 shares (20% of the purchase price) to the shareholders of Erichsen & Horgen AS at a share price of NOK 183.35. The share price was based on the volume weighted average share price of Multiconsult 5 days prior to closing. The new shares represent approximately 1.68% of the shares in Multiconsult ASA post transaction. The new shares are issued under authority given to the Board by the General Meeting on 19 April 2021.
The cash portion of the consideration was settled by using existing cash balances and bank loan. The transaction was based on a locked-box acquisition model where the locked-box date (reference date) was set to 31 December 2020. Consequently, Multiconsult will in addition to the purchase price pay total consideration of NOK 9.1 million as locked-box compensation for the period 1 January 2021 to 16 August 2021 (the closing date). In connection with the transaction, Multiconsult has increased the limit of its revolving credit facility (RCF) from NOK 200 million to NOK 450 million.
The share capital increase of NOK 230,064.50 was filed with the Norwegian Register of Business Enterprises immediately following closing and registration is expected to take place shortly. Following registration, the share capital of Multiconsult ASA will be NOK 13,715,261.50 divided into 27,430,523 shares, each with a nominal value of NOK 0.5.