Renatus Weekly M&A & Company Performance Private Equity Newsletter 13/02/2022

Deal Details: Exponent, a UK private equity firm, is reported to be taking a majority stake in H&MV Engineering. H&MV Engineering is one of the leading specialist high voltage electrical contracting and consulting companies internationally.

The deal reportedly values the Company at close to €150m. Novus Technical Services, headed by former Kentz boss, Hugh O’Donnell, will exit the company. The Exponent purchase is the third buyout for the Company in 7 years.

PJ Flanagan, the chief executive and John Stokes, chief operating officer, both shareholders, are to stay on with the Company.

Turnover reportedly increased to €115m in 2021 from €44m in 2020. Staff numbers doubled to 350 and it has opened offices in France, Spain, Italy and India.

The investment is subject to approval from the CPCC.

Advisers:
Sell Side:
Deal Advisory: Clearwater International, led by John Curtin with colleagues, John Devine and Michael Quinlivan.
Legal: Holmes, led by George Kennedy

Renatus Comment: Management completed a MBO of H&MV with support from MML in 2015 when revenue was less than €8m. In 2018 we reported that the Management team completed the buyout of MML with support from Novus Technical Services after revenues reached €34m. Revenues have tripled to €115m in 2021. H&MV is a great example of how private equity can support an ambitious management team at various stages of growth in a company and that a private equity transaction does not mean a full exit in 5 years as secondary transactions enable management to remain in the business. It is clear that H&MV is following in the footsteps of companies like Mercury Engineering, KN Group, PM Group and becoming a global leader from expertise gained through years of experience in Ireland.

Source: The Times

Deal Details: Global Insurance Broker, Lockton, has entered agreements to acquire advisory consultant, Total Health Cover, and financial broker, IFAT through its Irish operations. The deal consideration was not disclosed.

Lockton is the world’s largest privately held insurance brokerage firm, providing insurance, risk management, employee benefits and retirement services. Lockton operates more than 100+ locations in 125 countries. Lockton has been active in the Irish market as Lockton Ireland since 1982. Lockton Ireland reported revenue of c. €3.5m in FY20.

Total Health Cover is an insurance health advisory consultancy business. The business was founded in 2010 by Dermot Goode. ​​​​​

IFAT is a financial broker that specialises in advising corporate pension clients. Prior to this transaction, the business was owned by Dermot and Mary Goode.

Advisers:
Buy-Side:
Deal Advisory: Lockton Ireland was advised by Jim Mulqueen of Montanum Advisory.
Financial DD: Stuart Fitzgerald and Johnny O’Sullivan of Fitzgerald Power.
Tax: Emer Joyce of Laura Lynch & Co Legal: Ken Casey and Paddy Scott of Hayes Solicitors.

Renatus Comment: Lockton Ireland hired senior New Ireland Assurance executives Ray McKenna and Niall O’Callaghan last year to develop a strategy to get into the employee benefits space. These two acquisitions should give Lockton a foothold in the market. It was reported that the combined entity is expected to generate c. €7m of sales in FY23.

Source:  Irish Times

Deal Details: Wicklow-based, Automatic Plastics Limited (APL) has been acquired by US plastic manufacturing business, Comar. The deal consideration was not disclosed.

APL was founded in 1972 by Al Lawless Snr and is led by Managing Director Al Lawless and Commercial Director Andrea Cawley. The business is a contract manufacturer of injection moulded products for the pharmaceutical and medical device sectors. APL reported turnover of c. €11.75m in 2020 and employed an average of 126 people.

Founded in 1949 and based in New Jersey, Comar provides a wide variety of plastic packaging and medical solutions. The business is majority-owned by Morgan Stanley Capital Partners. Pre-acquisition the business operated from 13 locations throughout the US. This is Comar’s first acquisition outside of the US.

Advisers:
Sell Side:
Advisory & Tax: EY Strategy & Transactions and Tax team advised the Lawless family, and the management team at Automatic Plastics Limited. The EY team was made up of John Higgins, John Kennelly, Natalie Bright, James Fox, and Liam O’Neill.
Legal: LK Shields advised Automatic Plastics Limited. The LK Shields team included Marco Hickey, Ruairi Mulrean, Gillian Dully, Elizabeth Mara, Jane O’Grady, Lester Sosa-Villatoro, Paul Dineen and Michael Cunningham.

Buy Side:
Deal Advisory: Red Rock MediPharm provided support to Comar during this transaction. The team was led by CEO, Chris Nother.

Renatus Comment: Since Morgan Stanley acquired a majority stake in Comar in 2017, the business has completed a total of five acquisitions. Prior to this latest acquisition, Comar was exclusively US-based with previous acquiree companies all being US operators. Ireland is one of the world’s major Medtech and pharmaceutical industry hubs with 14 of the world’s top 15 medical device manufacturers having a presence on the island according to Enterprise Ireland. As such, it is no surprise that Comar’s first acquisition outside of the US was in Ireland. This APL acquisition will allow Comar to grow in the European healthcare market in a way that likely wouldn’t have been possible without a European base.

Source: Cision Press Release

Deal Details: Capstone Financial Services, a Cork-based pet insurance firm, has been acquired by Swedish firm, Agria. The deal amount has not been disclosed.

Capstone Financial Services is an Irish regulated insurance intermediary. It was set up in 2008 and has been distributing, selling and administrating pet insurance policies for over a decade. It operates the Petinsure.ie brand, which offers pet insurance in the Netherlands and Ireland. The company had turnover in FY20 of €3.4m, which converted to an EBITDA of €292k. The company is 95% owned by Managing Director, Michael Harty.

Agria Djurforsakring provides animals, their owners, and crop growers with flexible insurance solutions in Sweden. The company is based in Stockholm, Sweden. It also operates in Norway, Denmark, Finland, France, and the United Kingdom. The company is led by CEO, Agnes Fabricius.

Advisers:
Sell Side:
Deal Advisory: Clearwater Corporate Finance, led by John Curtin advised Capstone.
Legal: An RDJ transaction team of Diarmaid Gavin, Aidan Burke, John Cuddigan, Mark Ludlow, Brian Hunt, Claire Macken advised Capstone.

Renatus Comment: The trend in the humanisation of pets continues to be a lucrative market. At the larger end of the market, CVS Group, the UK veterinary services provider, has seen its revenues rise by 28% in the 12 months to June 2021. This again emphasises the increased expenditure by households in the space. Such growth, along with the fact that 10% of cats and dogs are insured here in Ireland, in comparison with Agria’s home market in Sweden, where 90% of dogs and 50% of cats are insured, highlights some of the attractive features and room for growth for Agria in the pet insurance industry here in Ireland.
​​

Source: Capstone Financial Services Press Release

Deal Details:  Euegene F Collins, the Irish corporate law firm, has merged with London-based Addleshaw Goddard. Deal details were not disclosed.

Eugene F Collins LLP is a full-service business law firm, based in Dublin, Ireland. Established nearly 130 years ago, the firm has 25 Partners and more than 100 legal professionals. The firm focuses on the hospitality, retail, financial services, real estate, construction, and pharmaceutical sectors. The firm is led by Managing Partner, Mark Walsh.

Addleshaw Goddard LLP (informally AG) is an international law firm headquartered in London, United Kingdom. It is structured as an LLP and has more than 1,200 lawyers including 271 partners in 14 offices. The firm has advised 45 FTSE 100 clients, with clients across 96 countries. The company’s latest reported financials showed a turnover of £321m, a 12% rise YoY. The company is led by Managing Partner, John Joyce.

Advisers: None mentioned.

Renatus Comment: The deal represents a continuation of the consolidation evident in advisory services over the last few years, with the deal giving both firms increased opportunities in foreign markets. The firms have outlined projections to double the size of the business here in Ireland over the next three to five years. The deal will also provide Addleshaw Goddard with a European base, as the firm navigates the fallout from Brexit, ensuring they remain connected to the wider European market.

Source: Eugene F. Collins Press Release

Deal Details: Deloitte announced an agreement has been reached to acquire Belfast-based data and digital transformation business, Etain. The deal consideration was not disclosed. Post-transaction Etain is to join Deloitte’s consulting business. Etain was founded in Belfast in 1999 by Martin Goss and Peter Shields. The business provides custom software and digital transformation services and has served over 400 clients in both the public and private sectors. The business has three locations throughout Belfast and London with the majority of its 70 staff in Belfast. Deloitte is a leading global professional services firm with offices in over 150 countries. The group reported revenues of over $50bn in 2021.

Advisers:
Sell Side: Etain received legal advisory from Davidson McDonnell.

Renatus Comment: Deloitte has made concerted steps recently to diversify its revenue streams and to reduce its dependency on its traditional audit, tax, and advisory services arms. Significant growth has come in recent years from consulting and as more businesses look for expertise in areas such as digital transformation businesses such as Etain will likely provide further growth to Deloitte in the coming years.

Source: Deloitte Press Release

Deal Details: Dublin-headquartered NTR has acquired an 18MW group of Italian wind farms from BayWa r.e, a German renewable energy business. The deal consideration was not disclosed.

NTR plc was founded in 1978 and is a renewable energy investor. The business is headquartered in Dublin and operates in the Irish, French, Swedish, UK and as of this transaction, Italian markets.

The Arlena-Tessennano wind farms are located around 100km northwest of Rome, in the Province of Viterbo (Lazio Region), and consist of 9 V110 Vestas turbines with a hub height of 95m. The wind farm generates c. 40GWh of energy annually which is enough to power c. 14,500 homes. The wind farms were developed by BayWa r.e., which specialises in the development and maintenance of renewable energy projects.

Advisers:
Buy-Side:
Legal: NTR was advised on the transaction by Ashurst.
Technical: NTR was advised on the transaction by Vector Renewables .

Renatus Comment: The Irish Independent recently published an interesting article on Eddie O’Connor’s, SuperNode, an energy grid development business. Recent studies have shown that implementing SuperNode’s proposed pan-European electricity transmission network could allow for increased usage of renewable energy in the grid and cut the cost of power by c. 32%. Should SuperNode continue to gain traction and implement this project we are likely to see an increase in deals such as the above in the coming years as renewables will play a vastly larger role in our energy consumption. Our most recent guest on the Renatus podcast, Paddy Finn, discusses the Irish power grid, renewable energy and a range of other issues. The full podcast can be accessed here.

Source: NTR Press Release

Deal Details: Boston-based creative agency Connelly Partners has acquired Dublin-based Zoo Digital agency for an undisclosed sum.

Connelly Partners, who has offices in Dublin, Boston and Vancouver, was originally established in the US in 1999. The company employs approximately 140 people globally.

Zoo Digital was founded in 2008 by Managing Director Colin Hetherington, Chris Preston and Martin Byrne. Zoo, who will now operate as a sister company to Connelly Partners, will keep its name and will work as an independent, specialised digital agency, while also providing expanded services and expertise to the wider company. Zoo’s clients include Burger King, Red Bull, Electric Ireland, National Lottery and the Abbey Theatre.

Advisers: None mentioned.

Renatus Comment: This is the second week in a row an Irish digital agency has been acquired, with Belfast-based Made to Engage being acquired last week. Covid accelerated the need for businesses to enhance their online presence, and there has been a big opportunity for digital agencies to facilitate this gap by offering creative digital solutions to clients.  CSO figures show that while 82% of enterprises in the Republic of Ireland had some sort of web portal in 2021, only 40% sell online.

Source: Zoo Digital, Marketing.ie

KBC completes €1.1bn loan sale

Deal Details: KBC Bank Ireland has completed the sale of its €1.1bn portfolio of non-performing Irish loans to US-based CarVal Investors.

KBC Bank Ireland is headquartered in Dublin and led by Ales Blazek, and is a subsidiary of KBC Group, which is based in Belgium. The Group had FY20 turnover of €6.1bn.

CarVal Investors is focused on distressed and credit-intensive assets and market inefficiencies. The company has approximately $11bn in assets under management. It is led by Managing Principals, Lucas Detor, James Ganley and Jody A. Gunderson.

Source:  Irish Independent

Meath-based, Flanagan Timber Limited is an Irish-owned timber merchant, importer, and distributor. The business was founded in 2001 and has since expanded to include an extensive range of timber products, a timber treatment facility, and a hardware store.

The business reported revenue of c. €26.2m in 2021, an increase of c. 19.5% YoY. This converted to an EBITDA of c. €2.3m, almost triple 2020’s EBITDA figure. The business’ gross margin increased from 12.8% in FY20 to 14.8% and administrative expenses decreased by c. €400k which enable the EBITDA expansion.

Significant post EBITDA cash flow movements included the repayment of a short-term loan of c. €2.2m, and payments to acquire tangible fixed assets of c. €416k. The business closed 2020 with a net cash and cash equivalents balance of c. €572k, an increase from c. €345k in 2020.

Flanagan Timber employed an average of 30 people throughout 2021 at a cost of c. €1.2m.  The business is entirely owned by Melanie and Alan Flanagan.

In 2021 we reported Murdocks’ acquisition of Brooks Group. Flanagan Timber and Murdocks’ demand is likely to be driven by new housing completions. Given the significant shortage of housing with only c. 20,000 houses completed in 2021, Flanagan Timber and Murdocks are well placed to benefit from increased activity in the coming years.

First Glass Limited is involved in the production of glass products, specifically Pure Glass, having commenced business in May 1999. The business’ largest shareholders are John Sweeney and Ian Mac William, who own a majority between them.

In the financial year to April 2021, the business had turnover of c. €8.2m, an increase of 19.7% YoY, which converted to an EBITDA of €1.1m, an increase of 95% YoY. The rise in EBITDA was driven by increased revenues, in tandem with administrative expenses decreasing marginally.

The business finished the year with a cash balance of c. €0.1m, an increase of €163k YoY. The business employed an average of 60 people at an annual cost of €2.4m.