Renatus Weekly M&A & Company Performance Private Equity Newsletter 09/01/2022

Deal Details: Cavan-based international precision engineering group, ATA, has announced the acquisition of the manufacturing activities of Swiss precision cutting tool business, Näpflin Schleiftechnik AG (Näpflin). The deal consideration was not disclosed.

ATA was founded in 1963 and is a global manufacturer and supplier of cutting and industrial tools with its products being sold in over 90 countries. It is headquartered in Ireland and operates manufacturing and supply facilities in Ireland, Germany, the United Kingdom and the USA.

Näpflin was founded in 1947 by Hans Näpflin as a small tool grinding shop operating from a garage in Switzerland. The business gradually grew and became a specialist in the repair of carbide and HSS cutting tools. Prior to this transaction, the business was run and owned by Roland Näpflin and employed around 20 people. Post-transaction Näpflin’s manufacturing business will become ATA Tools Suisse AG and Roland will retain a minority shareholding and remain on as managing director.

Advisers: None mentioned

Renatus Comment: This is ATA’s fifth acquisition since Peter Cosgrove led a buy-out of the business in 2008. ATA expanded into the USA in 2012 with the acquisition of the bur manufacturing activities of SGS Tools and into Germany in 2019 with the acquisition of Karnasch Professional Tools.  ATA has also acquired several UK businesses in the same period.

ATA is a great management buy-in (MBI) case study and the management team has delivered exponential growth in ATA since taking over in 2008.

Source: ATA Press Release

Deal Details: Dublin-based IT services company Ergo has acquired Limerick-based data management solution provider Asystec. The deal consideration is a reported €25m and is subject to CCPC approval.

Ergo was founded in 1993 by John Purdy and Tim Sheehy as a supplier of print components. The business has grown to one of Ireland’s largest IT services companies, and today it offers a wide range of enterprise services focused on driving productivity and profitability. From offices in Cork and Dublin, Ergo provides its services to businesses worldwide.

Asystec was founded in 2011 by Les Byrne. Today the business has offices across Ireland and North America, and serves clients all over the world. The business reported revenue of over €40m in the year ending January 2021 and employed nearly 50 people.

Advisers:

Asystec:
Corporate Finance: PwC (Mark McEnroe and Laura Gilbride)
Tax: PwC (Ronan MacNioclais)
Transaction Services: PwC (John Casey and Aodhán Cannon)
Legals: Harrison O’Down Solicitors (Billy O’Dowd)
Accounting Support: Fitzpatrick Donnellan (Bryan Donnellan)
Ergo:
Corporate Finance & Tax: Grant Thornton (Paddy Dillon, Thomas Roche, George Hardie and Courtney Cullen)
Legals: Beauchamps (Shaun O’Shea, Gergana Moran, Julia Drennan and Dorit McCann)
Renatus Comment: This is Ergo’s first acquisition in over five years and it’s third total acquisition after buying CDSoft in 2010, iSite in 2015 and Micromail in 2016. In terms of size, this latest acquisition is by far the largest. Completing an acquisition after a period of inactivity comes as no surprise given the appointment of Paul McCann (previous corporate finance partner at Grant Thornton) as Chief Executive in May of last year. Given Mr McCann’s extensive M&A experience it will be interesting to see what role M&A will play in Ergo’s future growth strategy.

Source: Irish Times

Deal Details: Global sports betting, entertainment and gaming priovider Flutter Entertainment has acquired Italian online gaming operator Sisal for a reported c. €1.9bn from CVC Capital Partners Fund VI.

The consideration is payable in cash on completion of the transaction, and includes the full repayment of all Sisal’s debt. Flutter will finance the deal through additional debt facilities agreed with Barclays Bank.

Milan-headquartered Sisal is a leading betting, gaming and lottery operator in Italy, employing c. 2,500 people.

Advisers: Arthur Cox team, led by Maura McLaughlin and including Christopher O’Reilly, Daniel Price, Katherine Hall, Philip O’Leary and Patrick Horan advised Flutter Entertainment plc

Renatus Comment: This acquisition marked an end to a busy 2021 for Flutter which saw it involved in over £2bn worth of transactions, the largest of which was the Sisal acquisition. During 2021, Flutter also acquired Tombola for a reported £402m and disposed of Oddschecker Global Media for a reported £155m in consideration.

The consideration equates to an EV/EBITDA multiple of c. 7.7x on Sisal’s LTM to December 2021 EBITDA of c. £211m. Flutter Entertainment currently trades c. 22.5x EV/EBITDA of its expected EBITDA for the period ending December 2021, according to CapitalIQ.

The acquisition puts Flutter into a leadership position in Italy’s online gambling market which is Europe’s second largest regulated gambling market.

Source: Flutter

Deal Details:  Irish-headquartered pharmaceuticals group Uniphar plc has announced the acquisitions of three businesses: E4H (UK), Devonshire Healthcare Services (UK), and NVI (Ireland). The deal considerations were not disclosed.

Uniphar is a diversified healthcare services organisation with activities in Ireland, the UK, and internationally. The business is headquartered in Dublin and is listed on Euronext Dublin and the London stock exchange. The business operates across three divisions: commercial and clinical, product access and supply chain, and retail.

E4H is a pharmaceutical-focused marketing agency. Devonshire Healthcare services is a distributor of pharmaceutical products. Navi is the largest independent community pharmacy buying group in Ireland. The three businesses have a combined revenue of €39m and a total of 110 employees.

Uniphar reported revenue of c. €1.8bn in 2020 which converted to a reported €66.7m EBITDA.

Advisers: Capnua (Eamonn Hayes, Jamie McConnell and Conor Guerin) provided corporate finance advice to Uniphar on the acquisition of Navi.

Renatus Comment: This brings the total number of transactions completed by Uniphar to five during 2021 and 12 since its IPO in 2019. Shareholders in the business have been well rewarded along the journey with the share price increasing by roughly 4x from its IPO price up to £4.10 (sterling) as of December 31st 2021.

Uniphar occupies, and in many cases dominates, most elements of the Irish Pharma and MedTech value chain from pre-wholesale to retail. The business has managed to replicate this success in the UK and more recently Uniphar’s acquisition strategy seems to be mainly focused on replicating this success in the European and US markets. These most recent acquisitions, however, are focused on further strengthening and maintaining Uniphar’s leadership position in the UK and Ireland.

M&A has and continues to be a key growth lever for Uniphar. We should expect more activity from the business 2022.

Source: Irish Times

Deal Details: AMT-SYBEX, a software provider for the utilities and transport industries, has been acquired by Jonas Software, a US-based group with over 100 independently managed software companies globally.

The deal consideration is an estimated £40m (€48m) with £23m paid upfront and potential additional consideration of up to £17m subject to certain conditions.

Jonas acquired AMT from its previous owner Capita plc which is a consulting, transformation, and digital services business.

Founded in 1995, AMT-SYBEX  provides software and related services in mobile technology and smart data management to utilities and transport industries. AMT’s clients include water companies and energy companies, such as Bord Gáis and the ESB, most of the UK’s main public transport providers, and public bodies, such as the NHS. The business reported a turnover of c. £35.2m in 2020 and has an Irish office in Dublin.

Advisers: Capita received financial advisory on the transaction from Torch Partners.

Renatus Comment: This disposal is the latest move in Capita’s new strategy to turn around the business. Shares in Capita have lost almost 90% of their value in the past five years and the business was hit hard by Covid which exasperated its challenges. Capita now plans to focus entirely on its two core divisions, Capita Public Service and Capita Experience, and sell all non-core businesses.

Capita set out a target of raising £700m from the sale of these non-core businesses by June 2022 and has already reached £643m following this latest sale.

Source: Jonas Press Release

Deal Details: Irish headquartered Grafton Group plc has completed the sale of its traditional merchanting business in Britain to Welsh-based Huws Gray.

The deal was initially agreed on in July of 2021 with closure expected in February of 2022. The deal consideration is a reported €613m (£520m).

Grafton Group plc, founded in 1902, is one of the UK and Ireland’s largest manufacturer and retailer of building supplies and is traded on the London stock exchange.

Huws Gray, founded in 1990, is a builders merchants chain with over 100 branches throughout the UK. Huws Gray was backed by Inflexion, a London-based private equity firm dqwho completed a minority investment in the business in 2018. This Inflexion stake was acquired by Blackstone Group in June of 2021.

Advisers: Grafton Group plc: Rothschild & Co conducted the strategic review and acted as financial advisor on the divestment.
Huws Gray: HSBC acted as financial advisor.

Renatus Comment: A look at Grafton’s recent M&A activity makes it is clear that they believe there is higher growth potential and superior return opportunities in international development and acquiring increasing technological sophistication and efficiency through acquisition. As well as this sale of Grafton’s British traditional merchanting business, Grafton also sold its UK plumbing and heating arm, Plumbase, in 2019 with the same rationale regarding pursuing higher growth opportunities. This sale was followed by the group’s acquisition of UK-based, technologically sophisticated business Stairbox, a bespoke staircase manufacturer powered by proprietary design software. Grafton’s other activities over the past three years mainly involve the acquisition of businesses located in mainland Europe and Ireland including Polvo (Netherlands), Isojoen Konehalli Oy, Jokapaikka Oy (Finland), and Proline (Ireland).

Despite initial uncertainty and mild disruptions, which were reflected by a crash to a 5-year low stock price in March 2020, Grafton Group has been a winner when it comes to performance throughout the COVID pandemic. The business benefited significantly from the recent boom for home improvements.

According to research commissioned by the Irish League of Credit Unions, Energia, and House2Home, 56% of Irish households are considering home improvements due to more time spent at home due to the Covid-19 pandemic. This was reflected in the group’s stock price which reached an all-time high during the end of August 2021 (£1.412 Sterling) and has reduced slightly since but remains high at £1.246 Sterling at the time of writing.

Source: Grafton Group; Irish Times

Deal Details: Grafton Group plc, owner of the Woodie’s DIY chain, is to acquire building materials firm Sitetech Building Products (Sitetech). Consideration for the transaction was not disclosed.

Sitetech operates in the distribution of specialist products for early-stage building construction, such as concrete, bricks, floors and fillers. It trades from two locations in Dublin and Cork.

Advisers: Beauchamps (led by Shaun O’Shea) provided legal advice to Grafton Group

Renatus Comment: This deal is inline with Grafton’s strategy outlined in the Renatus Comment on the sale of its UK traditional merchanting business above.

Prior to the transaction, Sitetech was owned equally by Billy Clarke, James Long and Damien Long. Sitetech’s most recent account are for the period ending December 2020 and show the business reported revenue of c. €16.9m and an EBITDA of c. €2.1m.

Source: Grafton Group plc

Deal Details: Keywords Studios has acquired Waste Creative and Wicked Witch Software for a total consideration of c. €17.5m.

Waste Creative is a digital creative marketing agency based in London. Established in 2006, the business provides strategy and creative production services, including player community management, for mobile video game creators.

Keywords will pay c. £9.8m comprising initial consideration of £2.2m in a mix of cash and shares and up to £7.6m in a mix of cash and shares dependent on the performance of the business over the three years from completion.

Wicked Witch, an Australian-based video game development studio, has been acquired for a cash payment of US$6.5m. Founded in 2001 with 73 staff, the business has an established track record in video game and graphic application development on a range of platforms including PC, mobile, PlayStation, Xbox and Switch.

Wicked Witch is forecast to generate revenue of US$6m in 2022. Waste Creative is forecast to generate revenue of £6.0m in the year ending 30 June 2022.

Advisers: DLA Piper advised Keywords Studios plc on Wicked Witch acquisition. The DLA Piper corporate team was led by Matt Cole (Dublin) and Joel Cox (Melbourne), assisted by Maria Hickey (Dublin) and Marianna Estifo (Melbourne).

Renatus Comment: Closing these two deals brought Keywords total number of acquisitions to five during 2021.

Keyword continues to use acquisitions to solidify its position in a very attractive growth industry. Pre-pandemic, the video game industry was reported to be a $152bn market, growing at an estimated 9% per annum. The outsourcing market, which Keywords operates in, is highly fragmented with the majority of operators offering one or two service lines with limited geographical reach. Meanwhile, Keyword has over 50 studios located in 40 cities worldwide in 21 countries offering a full outsourced solution to game developers. This allows it to offer a very compelling value proposition to the large game developers in particular.

Source: Keywords Studios

Deal Details: Action24, a leading Irish security and alarm business has acquired Wilson Security for an undisclosed sum. Action24 is backed by private equity investor BGF.

Founded in 1981 and led by CEO Aaron Mooney, Action24 employs 75 staff and provides monitored intruder and fire alarms, CCTV and access control solutions to over 20,000 commercial and residential clients in Ireland.

The Wilson Security team, led by Mark Wilson, will join Action24 as part of the acquisition.

Advisers: CKS Finance (David Regan & Peter Ryan) provided corporate finance advice to Action24.
Paul Bohan Solicitors advised on legals.

Roger O’Shea of Merc Consulting acted as broker to Wilson Security.

Renatus Comment: This deal marks a continuation of a consolidation trend playing out in both the B2B and B2C alarm and security market in recent times. The recurring revenue nature of the business model has made these attractive targets for private capital and trade operators looking to build a platform of scale.

Source: Irish Independent

Deal Details: Aubren Limited has received a reported €7m investment led by BGF and supported by Pat Beirne and Paul Lynch, who are both investing in their personal capacities.

Founded in 2010 by current CEO Aubrey Nuzum, Aubren engineering works with client companies from across the world to develop air technologies and products which are then manufactured by Aubren in Portlaoise.

Advisers: Baker Tilly team, led by Greg Hogan, advised Aubren on the transaction by providing corporate finance advice, capital raising services and tax advisory services.
Emmet Scully of LK Shields advised Aubren on the legal aspects.

BGF was advised by Mazars (Mark Mulcahy and Gerry Vahey) and Regan Wall (Kieran Regan and Lís O’Connor).

Renatus Comment: Aubren was founded in 2010 when current CEO Aubrey Nuzum purchased the Irish subsidiary of German company ebm-papst – one of the world’s largest producers of fan technology. This investment is a great example of how an executive can complete an MBO from a multi-national, breathe new life into a business and follow through years later to secure significant growth capital.

Prior to the transaction, Aubren was owned entirely by Aubrey Nuzum. Aubrey will retain a majority interest in the company and continue to lead the management team post-transaction.

Source: Baker Tilly

Deal Details: Erisbeg has completed an investment into Dixon International Transport (Dixon). The transaction details were not disclosed but it was reported that the investment leaves Erisbeg with a controlling stake in the business.

Dixon International is headquartered in Dublin and specialises in high-quality freight and temperature-controlled logistics services and serves customers in the food, pharma, e-commerce, and retail markets. The business operates a total of 152 tractor units and 350 trailers.

Advisers: Erisbeg wase advised by William Fry (Legals), EY (Tax), KPMG (Transaction Services) and Donworth (Commercials)

Dixon were advised by KPMG (Corporate Finance) and Matheson (Legals)

Renatus Comment: Most recent accounts for the company are for the period ending March 2021 and show that the business reported revenue of €36.3m and an EBITDA of c. €9.4m. The business is very capital intensive as is evidenced by c. €5.1m depreciation charge incurred during the year.

Prior to the transaction, the business was owned wholly by Michael and Eileen Dixon. Michael Dixon is remaining with the business and will still hold a “significant” shareholding in the business, allowing him to continue to participate in any upside from a future exit.

Source: Erisbeg press release

Deal Details: Cork-based IT company PFH Group has acquired Dublin-based TerraAlto. The deal consideration was not disclosed.

PFH Technology, founded in 1985, is one of Ireland’s largest ICT solutions companies. The business provides applications, infrastructure, security, communications, and managed services solutions to its customers. The business has offices in Dublin, Cork, and Galway and reported a turnover of c. €99.4m in 2020.

TerraAlto was founded by Cormac Hogan in 2013. The business is an Amazon Web Services (AWS) Advanced Consulting Partner and Managed Service Provider Partner.

TerraAlto serves clients in Ireland, the rest of Europe, and Asia. The business was owned wholly by founder Cormac Hogan prior to the transaction. The business employed a total of 20 employees in 2020.

Advisers:

PFH Group:
M&A: EY’s Technology Team (Robert Hussey and Michael Murphy)
Financial DD: EY (Marcus Purcell and Maurice Kennedy)
Tax DD: EY (Dave Barry and Edwina Grisewood)
Legal: Ronan Daly Jermyn (Gillian Keating and Maria Walsh)

TerraAlto:
Financial & Tax: Tynan Dillon Chartered Accountants (Conor Dillon and Daniel O’Brien)
Legal: Eugene F Collins (Nicola McGrath and Doreen Mescal)
Renatus Comment: PFH recently established a three-year growth plan revealing the business is focusing on expanding its service offering with M&A in the Irish and UK markets being a key driver to achieve this goal. This TerraAlto acquisition could be the first of a series of acquisitions completed by PFH over the coming years.

Source: PFH Press Release

Deal Details: Trinity Care Nursing Home Group has announced the acquisition of Annabeg Nursing Home, a single facility located in Ballybrack, South Dublin. The deal consideration was not disclosed.

Annabeg Nursing Home, originally a grand house with surrounding grounds, evolved into a nursing home in 1986. ​​Over the years the facility has been extended and refurbished to provide accommodation and care for forty-one residents.

Post-acquisition, Trinity Care will have a total of 10 facilities throughout Ireland.

Advisers: David Brangam in Simmons & Simmons provided legal advice while Benson Lawlor provided corporate finance advice to Annabeg Nursing Home.

Renatus Comment: Consolidation in the nursing home space continues to be one of the core themes we see playing out in the Irish market. Secular growth trends coupled with a fragmented space continue to make this a very active space for M&A in Ireland and internationally.

Prior to the transaction, Annabeg was owned wholly by members of the O’Connell family and made a net profit of just under €400k for the period ending March 2021.

Source: LinkedIn

Deal Details: Irish customs specialist Bell Transport and Logistics has been acquired by Dutch-based Customs Support Group. The deal consideration was not disclosed.

Bell Transport and Logistics offers complete logistic solutions from customs clearance, warehousing and transportation, and distribution.

The business was founded in 2002 by John Dawson and is headquartered in Waterford. The business reported a turnover of over €1.5m in 2020 and was owned 50/50 by John and Clodagh Dawson prior to this transaction.

Customs Support Group was founded in 1980 and currently has over 40 offices in The Netherlands, Belgium, United Kingdom, Germany, Poland, and France.

The business provides a range of customs services with the goal of making trade throughout Europe a simpler process. It was acquired by Castik Capital, a European private equity firm, in 2020.

Advisers: Key Capital provided advisory services to Customs Support Group.

Renatus Comment: Customs Support Group has been a highly active acquirer throughout Europe since it was backed by Castik Capital. It has completed eight acquisitions in 2021 alone. M&A is not a typical core competency for businesses and Customs Support Group demonstrates how the right private equity partner can bring a key value creation tool the table and help to accelerate a business’ growth trajectory.

Source: Customs Support Group Press Release

Deal Details: Cork-based pest control firm Prevent a Pest has been acquired by a Dublin-based Pest Pulse. Financial details of the transaction have not been disclosed.

Owned and operated by John Phelan since its founding in 1993, Prevent A Pest serves commercial customers across Munster and wider areas, specialising in pest control services to clients in the food, retail, pharmaceutical, healthcare and manufacturing sectors.

John Phelan will now lead Pest Pulse’s Irish operations as Managing Director for Ireland. The company currently employs 13 staff.

Advisers: None mentioned.

Renatus Comment: Pest control companies are typically viewed as attractive assets due to the high recurring nature of the revenue and the industry being fairly recession resistant. In the B2B segment and particularly in the hospitality space, pest control to meet hygiene standards is viewed as a normal cost of doing business. This is largely the result of the cost of pest control being significantly lower than the cost of failure. This had led to a consolidation trend to play out in the space, particularly in the US which is a much larger market.

Source: Irish Examiner

Deal Details: Global investment manager Schroders has announced plans to acquire a £358m stake in renewable energy investment manager, and regular feature in this newsletter, Greencoat Capital. This deal will leave Schroders with a 75% stake in Greencoat.

Greencoat was founded in 2009 and is focused on investments in renewable energy infrastructure. The business has grown steadily over the years and currently has £6.7bn of assets under management with ownership of c. 200 power generation assets with the potential to generate a total of 3 gigawatts.

Schroders plc is a British multinational asset management company, founded in 1804. The company employs over 5,000 people worldwide in 32 locations and as of 2020 had £574.4bn of assets under management.

Advisers: None mentioned.

Renatus Comment: Greencoat is a regular feature in this newsletter through its acquisitions of power generation assets such as wind farms and solar power stations throughout Europe, as well as various fundraising. Schroders seem to be on a clear mission to bolster its sustainability portfolio while also maintaining attractive returns. The business has been committed to the United Nations Global Compact, the world’s largest corporate sustainability initiative since 2020.

This latest acquisition of Greencoat allows Schroders to instantly bolster its portfolio of sustainable assets under management with the addition of Greencoats £6.7bn portfolio. On top of the sustainability play, Greencoat, led by Paul O’Donnell, has consistently delivered growth and is very well positioned to further grow as the push for a net-zero future continues.

The acquisition was received positively by the market. Immediately following the announcement of this deal the shares in both Schroders and Greencoat experienced a sharp increase moving from £3.375 Sterling to £3.594 Sterling and from €1.09 to €1.15 respectively.

Source: Irish Times

Deal Details: Irish founded ‘escrow as a service’ business Deposify has been acquired by an unnamed US private equity firm. The deal consideration has not been disclosed.

Deposify was founded in 2014 by Jon Bayle, Dave Brennan, and Tony Kelly. While the business was founded in Ireland, it is US-focused.

The business provides a platform for landlords and tenants to manage finances and the compliance obligations involved in handling security deposits across multiple properties and states.

Going forward Deposify has plans to develop a banking services offering for property in the US.

Advisers: None mentioned.

Renatus Comment: Based on the series of Tweets co-founder Jon Bayle posted to announce this latest update, it appears that many of Deposify’s original backers have fully exited the business. While precise figures were not mentioned this is likely a great exit for the likes of Delta Partners and Enterprise Ireland.

Source: Irish Times