Eir merges with Evros, Eight Fifty Food Group acquires Carrol Cuisine, NanoDiamond is acquired by US company, Sysnet acquires NuArx, DCC acquires United Propane Gas, Megazyme is acqired by Neogen and much more in this weeks newsletter.
Renatus Weekly M&A & Company Performance Newsletter 10/01/2021
Please find below this week’s newsletter covering the latest M&A, company performance, fundraisings and executive moves.
Eir merges with Evros
Deal Details: eir has merged with Irish IT services provider Evros. The transaction, which is subject regulatory approval, values Evros at a reported €80m.
Evros Technology Group, founded in 1990, employs over 450 people operating out of offices in Ireland and New Zealand. It provides a full end-to-end, flexible and innovative approach to servicing clients’ IT requirements.
In 2020 Evros generated revenue of approximately €91m and EBITDA of €9.1m.
eir is the largest provider of fixed line telecommunications services in Ireland. The Group generated total revenue of more than €1.2b and adjusted EBITDA of €600m for the year ended 30 June 2020.
The newly merged entity will provide end-to-end solutions across telecommunications and IT services including mobility solutions, networking technology, public and private cloud, security, managed services and IT contracting.
Prior to the transaction Evros was owned as follows founder Bob Murray (33.3%), CEO Brian Larkin (c.33.3%), Commercial Director John Kennedy (25%), Account Director Pamela Farrell (8%).
Advisers: Jim Mulqueen and Anita Mulligan of Grant Thornton provided Evros with Corporate Finance support.
The Feidlfisher team, led by Feilim O’Caoimh and supported by Conor Folan, Jamie Woodcock, Daniel Faulkner and Teodora Puiu, acted as legal advisers to Evros. Julie Austin advised in respect of employment and GDPR matters, and Neil Dineen advised on property-related issues.
Davy Corporate Finance (Michael Hussey and Richard Dennehy) originated and advised eir on the transaction.
Arthur Cox and EY also acted as legal and financial advisors to eir, respectively.
Renatus Comment: This merger marks yet another milestone in what has been a remarkable 30-year journey for Evros Technology Group. Established in 1990, the business has grown at a substantial rate both through organic growth and through well-executed acquisitions. Established in 1990, the business has grown at an incredible pace. with turnover of €41.7m in FY15 growing to just shy of €80m in FY19. Operating profit followed a similar trend, more than doubling from €2.3m in FY15 to €5.2m in FY19.
Acquisitions formed a key part of the growth strategy during that period with Evros acquiring Inspired SS in 2016, Comsys in 2017 and, most recently, Sabeo Technologies in 2019.
These acquisitions helped to position Evros Technology Group today as a leader in digital transformation cloud and managed IT services.
Source:eir Press Release
Eight Fifty Food Group acquires Carrol Cuisine
Deal Details: Carlyle Cardinal Ireland (CCI) agreed to the sale of Carroll Cuisine to Eight Fifty Food Group just prior to Christmas. The terms of the deal, which is expected to complete during Q1 2021, have not been disclosed.
Tullamore-based Carroll Cuisine produces and distributes branded and private-label cooked meats, deli hams, chilled ready meals and other chilled food products to supermarkets and convenience stores throughout Ireland.
UK-headquartered Eight Fifty Food Group is a multi-protein food group owned by international private equity investor CapVest.
Advisers: Carroll Cuisine and its shareholders were advised by Pegasus Capital, A&L Goodbody, PwC and Eversheds.
Specialist lawyers at Walker Morris advised Eight Fifty Food Group.
Renatus Comment: This transaction marks yet another successful exit for Carlyle Cardinal Ireland (“CCI”) following on from other exits including AA Ireland, Payzone, Lily O’Briens and GSLS.
Each of these exits illustrate a case study whereby management teams partnering with private equity acting as a catalyst, accelerating a company’s true growth potential.
This and other success stories are a positive for the overall perception of Private Equity. In this instance, its reported that Carroll’s grew its turnover by 50% during the last five years and that more than €5m was invested to support manufacturing capacity expansion, new product development and environmental and sustainability programs.
NanoDiamond, based in Co. Clare, is a solutions provider in synthetic diamond and cubic boron nitride (CBN) products. The business is led by CEO Karl Tuffy.
Hyperion Materials & Technologies is a leading global materials science company focused on the hard and super-hard materials space for high precision applications. Hyperian was carved out of Sandvik Group as part of a KKR-backed transaction in 2018.
The management for NDP will remain in place and join Hyperion as leaders of a new business unit. NDP will continue to market and sell under the NDP brand.
Advisers: Conor Robinson of Lavelle Partners acted for the NDP on the legals.
Michael Coyle of Arthur Cox acted for Hyperion. RSM Ireland also advised Hyperion on its acquisition.
Renatus Comment: NDP operates as part of the Super Abrasives market. Cubic Boron Nitride, one of its core products, is said to be the second-hardest known material after diamond giving it many high-precision use cases in construction, automotive, aerospace among other end markets. NDP’s product portfolio looks very complementary to Hyperion’s existing product suite. Combined, they will be able to better serve new and existing customers.
This is an incredible result for a business founded during the financial crisis in 2009. Despite being the business just being over 10 years old, the executive team has over 100 years of collective industry experience in the industrial diamond space with many having previously worked in Element Six, the global leader in synthetic diamond and supermaterials manufacturing. Prior to the transaction, the business was owned by Karl Tuffy, Derek Wright, Simon Peacock, Johannes Engels, Siobhan Boyd and John Sexton.
Filings for the period ending FY19 show that NDP generated a net profit of c. €900k.
Source:Hyperion Press Release
Sysnet acquires NuArx
Deal Details: Dublin-headquartered Sysnet Global Solutions, a leading service provider in the cyber security and compliance space, has acquired US-based NuArx. The deal consideration was not disclosed.
Established in 1989, Sysnet Global Solutions provides payment card industry, cyber security and compliance solutions that help businesses to improve security and acquiring organizations to reduce risk. Sysnet offers a range of services to a wide variety of businesses including acquirers, ISOs, international banks, payment service providers and merchants.
NuArx, Inc. is a market-leading provider of PCI compliance, managed security and digital transformation solutions for the restaurant, convenience, grocery and retail industries throughout North America.
Advisers: The Sysnet team was assisted in the transaction by Willkie Farr & Gallagher.
Truist Securities, Inc. served as financial advisor, and Gunderson Dettmer LLP served as legal advisor to NuArx.
Renatus Comment: What started as a family business in 1989 has become a global leader in the provision of compliance and security management services with over 4 million merchants and payment processors in the Sysnet organisation.
This acquisition is Sysnet’s third acquisition in the last three months following the acquisition of Viking Cloud in December and ControlScan MCS in November. Sysnet is well-funded after securing a reported €150m of growth equity from FTV Capital and True Wind Capital in February of last year. The new backers have provided it with the financial firepower to accelerate its growth ambitions by acquiring complementary peers.
The business is likely experiencing COVID-induced tailwinds. COVID has led to a combination of accelerated digital payment solution adoption coupled with rising cyber criminal activity.
Prior to the transaction, NuArx was a portfolio company of One Equity Partners, a US-based middle market private equity company.
Source:Sysnet Press Release
DCC acquires United Propane Gas
Deal Details: Irish business support services company DCC has expanded its presence in the US with a deal to acquire United Propane Gas (UPG). Along with a smaller bolt-on acquisition in Colorado, the combined enterprise value of the transactions was $145m (€118m).
Following the deal, DCC’s liquified petroleum gas (“LPG”) geographic presence increased from 14 to 21 states and almost doubled its customer base to over 230,000 customers.
The deal will also create the sixth largest business in the highly fragmented US LPG market.
Kentucky-headquartered UPG markets, sells and delivers LPG and related products and services to residential, agricultural and commercial customers in 13 midwest and southern states.
UPG employs about 360 people, has over 110,000 active customers and sells about 120,000 tonnes of LPG annually from 80 operating locations.
Advisers: None mentioned
Renatus Comment: This deal represents DCC’s third acquisition of a US-based Petroleum and Gas business in recent times, following its acquisition of NES Group in September last year and Pacific Coast Energy in April of 2019. With only a fraction of its liquified petroleum gas sales generated from rest of the world operations, the US market represents a very large opportunity for DCC to scale its operations in the space.
Megazyme is acquired by Neogen
Deal Details:Megazyme, founded by Dr. Barry McCleary, have been acquired by US listed Neogen Corporation for an undisclosed amount.
Backed by over 30 years of scientific research, Megazyme, based in Bray, Co. Wicklow, is one of the world’s leading researchers and manufactures of enzymatic bio-analysis test kits and reagents to the global food, feed, dairy beverage and allied industries. Megazyme employs over 50 people and it will continue to operate as a standalone business within Neogen’s European operations.
NEOGEN, founded in 1982 in Michigan, US, develops and markets products dedicated to food and animal safety.
Advisers: EY Strategy & Transactions (Louis O’Neill, Liam O’Neill & Michael Murphy) and Tax (Frank O’Neill & Karen Gayer) acted as advisers to Megazyme while Peter Woodcock acted as legal adviser. DWF provided legal advice to Neogen Corp.
Renatus Comment: This deal marks an exit for founder Barry McCleary after founding the business more than 30 years ago. Under Barry’s leadership, Megazyme has grown to become a leading food diagnostics company picking up numerous accolades along the way including the “Food Laboratory of the Year” in the Irish Laboratory Awards in 2020, the 2016 Irish Times Innovation Award in Life Sciences and Healthcare and representing Ireland in the European Business Awards in 2017 and 2018.
For Neogen, this acquisition will further complement its existing portfolio offering to the global food and beverage industries and deepen its innovation technology capabilities.
Source: Megazyme Press Release
ClaimVantage acquired by Majesco
Deal Details: ClaimVantage, a Dublin-based software provider, has been acquired by Majesco, a global provider of insurance software, for an undisclosed sum.
ClaimVantage, is a leading international provider of life and health claim management software, as well as absence management solutions to insurance carriers, TPAs, and large employers.
Majesco is a global provider of cloud insurance platform software for the L&A, Group, and P&C market segments. Majesco is headquartered in New Jersey in the United States.
Advisers: ClaimVantage was advised by:
Legal: Flynn O’Driscoll led by Gavin Lawlor (Partner) and assisted by Grace Connolly (Associate) and with US advice provided by Pierce Atwood.
Tax: E&Y led by Frank O’Neill (Partner) and assisted by Aileen Daly (Associate Partner)
Corporate Finance: Marlin & Associates
Majesco was advised by:
Legal: Matheson led by Madeline McDonnell and George Brady (Partners) and assisted by Rob Barrett (Senior Associate) and with US advice provided by Sheppard Mullin.
Renatus Comment: This reads like a good exit for the business founders who have scaled the business to the point where it has become interesting to a large international player in the market. The existing management team will join the Majesco team and expect to be able to leverage Majesco’s financial strength, SaaS and cloud capabilities to better service its customers.
Source: Majesco Press Release
DEALS IN THE MAKING
Fly Leasing appoints adviser to consider strategic options
Irish-based and NYSE-listed Fly Leasing is reported to be considering a sale.
The aircraft financier run by former Aer Lingus chairman, Colm Barrington, owns 86 aircraft worth around €2.2bn.
It is reported that Fly Leasing has hired Goldman Sachs to review the business, including the potential for a full or partial sale.
In November, Fly reported that it lost $8.1m in the three months ended September 30th, against a net profit of $51.7m during the same period in 2019.
Presidio completes acquisition of Arkphire
Irish headquartered IT procurement and services company, Arkphire, has announced the completion of its acquisition by Presidio, a leading North American IT solutions provider. The announcement follows formal approval and clearance for the transaction from the Competition Authorities in Ireland and Europe.
The combined capabilities from both Arkphire and Presidio create a new global IT solutions business with the ability to serve their customers in all key markets. Arkphire will now join the Presidio Group, maintaining its ‘Arkphire’ brand and look to drive further business growth across both Europe and Asia Pacific while leveraging Presidio’s strong presence in the US.
EBITDA is an accounting term and is often the best indicator of profitability in non-capital intensive businesses before financing and tax are considered. In capital-intensive businesses EBIT or EBITDA less average Capital Expenditure are often better measures. YoY is an acronym for the year-on-year movement in turnover, EBITDA, etc.
Leinster Reinforcements Limited manufactures and supplies steel, reinforced steel and prefabricated reinforced cages to the construction industry. They also supply coil, stock rebars, and accessories used in construction activities.
In its latest fiscal year, the business saw revenue increase by 24.6% to c.€73.0m. Meanwhile, EBITDA decreased by 14.8% to c. €2.6m in FY19, largely as a result of administrative expenses increasing by c. 76% to €6.7m during the year. Gross margins remained relatively flat at c. 10.7% year-on-year.
The company had a net cash decrease of c.€219k in FY19 leaving an ending cash balance of c. €1.8m. c. €5.2m was spent during the period to acquire fixed assets, €1.6m of which related to investment properties. The large CapEx spend was partially offset a new long term loan of c. €1.5m and an inflow of c. €1.6m from connected parties. There was €300k of Enterprise Ireland preference shares redeemed during the period.
The company hired an extra 7 staff during FY19 bringing the total headcount to 23 people at a total cost of c.€7.8m. The business is owned by Frank Brazil (60%), Eileen Walsh (20%) and Pat Delaney (20%).
Based in Park West, Wilcon Limited is a supplier of compter hardware and software products to resellers in the Irish market. The Group comprises of a number of different entities including Microwarehouse Limited, E-Qu@tion IT Distributions Limited, Cloud Warehouse Limited and Microwarehouse NI Limited.
For the FY19 period, revenue declined marginally by c. 2% to €55m while EBITDA grew by c. 38% to €2.6m. EBITDA growth looks to have been driven by a one percentage point increase in gross margins to c. 10%.
Cash decreased by c. €250k during the period to end at €4.4m. The largest cash outflow was a €2m dividend payment during the period. There was also a c. €478k investment into working capital during the period.
The business employs 31 staff at a total cost of c. €2.4m. The business is ultimately owned by Rory Wilson (66%) and Donal Connolly (33%).
Who:CaliberAI, an artificial intelligence start-up that is developing machine learning technology that can flag hate speech and defamatory content in article before they are published. The business is led by Conor Brady, the former Irish Times editor, and his son.
What: The business has raised €600k in funding. €300k of the funding comes from Enterprise Ireland’s High Potential Start-up scheme with that funding being matched by four Irish angel investors.
Why: It’s reported that the funding will give the start-up roughly two years to refine the tools while it attempts to make sales.
Who: Galway-based Mirai Medicalraises funding. The company is a UCC spin-out founded by Declan Soden and is pioneering an energy technology for use in the treatment of cancer.
What: The €3m fundraise is led by investors attached to the Halo Business Angel Network (Hban), initiative of Enterprise Ireland InterTrade Ireland and Invest Northern Ireland. EI, Western Development Commission and a number of private investors also participated.
Why: The funding will be used to support clinical studies with Mirai’s technology ongoing in several EU hospitals, including a trial in patients with oesophageal cancer at Nottingham University Hospital.
Who: MyComplianceOffice (MCO), a compliance technology company based in Dublin that focuses on servicing highly regulated firms. The business is led by CEO Brian Fahey.
What: It is reported that Accel-KKR Credit Partners, a joint venture between two American investment companies, provided debt funding to the company in late December.
Why: There was no use case for the funds indicated.
EXECUTIVE AND BOARD APPOINTMENTS
We in Renatus believe that more important than the deals are the people and we have teamed up with leaders in this field Korn Ferry to provide you with details of key recent executive and board level appointments.
There was an excellent article in the FT yesterday for anyone asking can central banks continue to print money, can countries continue to run huge deficits with huge debt all while interest rates are zero and below.
Global debt is now at $277tn dollars according to the article. It reminds us that power steering is gone in the monetary machine and that logic suggests inflation should follow this party that has been going for years. The logical reaction to inflation is increased interest rates but this would create a new set of problems and central banks would likely do all in their power not to let this happen.
I think it just reminds all of us that we cannot assume we’ll have a decade of everything rising and interest staying at zero. It would be hard to bet against continued growth and interest rates staying where they are as the catalyst for anything different is not obvious.
Nonetheless, nobody predicted negative interest rates five years ago, so anchoring to economists’ predictions is not wise and being ready for the unforeseen is advisable.
For anybody with a FT subscription below is the link
The year-on-year increase in the average asking price for a home in the State amounting to €284,000 while in Dublin prices increased by 4.8% to €392,000, according to MYHOME.IE @IrishTimes
The AIB PMI index for December 2020, a sharp rise from November’s five-month low of 45.4. The index varies between 0 and 100 with reading above 50 indicating growth. @IrishTimes
The estimated Government’s budget deficit, as a percentage of GDP, for 2020. This amounts to c. €19bn, according to @IrishTimes
4.7% & 8.9%
The year-on-year decrease in the Irish retail volume and value indices, respectively, for November 2020 with the most notable changes in Bars (-91.2%) and Electrical Goods (+32.7%), according to @CSOIreland
The year-on-year decrease in the number of cars sold in Northern Ireland for 2020 amounting to 36,191 new cars registered, according to SMMT. @BelTel
The year-on-year decrease in the value of Irish services index with the most notable changes in Accommodation and Food Service Activities (-72.9%) and the only sector to show increase was Information and Communication (+5.2%), according to @CSOIreland
The Covid-19 adjusted unemployment rate for December 2020 which includes all individuals receiving the Pandemic Unemployment Payment, according to @CSOIreland
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Renatuswas established in 2014 to provide growth funding to growing Irish SMEs and to partner with ambitious management teams to help companies reach their full potential.
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Growth financing – both organic and acquisition growth financing