InsightsNewsletterRenatus’ Weekly M&A Newsletter – 17/09/2023

Renatus’ Weekly M&A Newsletter – 17/09/2023

Dear Reader,

Please find below this week’s newsletter covering the latest M&A, company performance, fundraisings and executive moves.

Thought for the Week

This week ifac, the farming, food and agribusiness professional services firm released its annual Food and Agribusiness report focused on the SME sector. The report includes the views of c. 75 people who run Irish Food and Agribusiness SMEs. A few takeaways include:

  • Like many sectors of the economy, recruitment into the sector is challenging. 42% cite a lack of available staff as the biggest threat to growth. On a broader note, a report by Rockwell (interviewing c. 450 business owners who are subscribers of The Currency) stated that this was the biggest business challenge for 37% of SMEs, highlighting increasing difficulties in this area.
  • Turnover has remained the same or increased for 90% of companies but the cost base has increased for 75% of them. Financial difficulties include 35% of the companies experiencing short or medium-term cash flow issues and 33% experiencing late payments from customers.
  • 1 in 5 businesses are actively using AI (e.g. ChatGPT). The report touches on 4 practical ways to use AI in food or agribusiness; including using it for marketing, customer service, translation, or for software coding.
  • The report also reviews the personal finance element of entrepreneurship. Over half (53%) of business owners do not have a personal pension plan which is concerning and hints at the broader implications of financial planning. A recent change in the Finance Act to Directors Pensions allows directors to build executive pensions with much larger tax-free employer contributions to their PRSA. This has advantageous benefits to directors across all sectors and needs to be engaged with.

You can read the full report here,  or get a hard copy by emailing ifac’s David Leydon – davidleydon@ifac.ie.

M&A Activity

Smurfit Kappa agrees on merger with WestRock

smurfit-kappa

Deal Details: Smurfit Kappa has agreed to merge with WestRock. The deal is worth a reported c. €10.5bn.

Based in Dublin, Smurfit Kappa manufactures, distributes, and sells paper-based packaging products. It has operations in over 30 countries and the group is led by CEO, Tony Smurfit, grandson of the original founder, Jefferson Smurfit. In FY Dec 22, the company reported turnover of c. €12.8bn which converted to an EBITDA of c. €2.4bn.

WestRock is a corrugated packaging company headquartered in Atlanta, Georgia. The company has more than 300 production facilities worldwide and employs c. 58k people. In FY Sep 22, the company reported revenue of c. $21.3bn which converted to an EBITDA of c. $3.3bn.

Advisers:
Smurfit Kappa:
Legal: Matheson led by David Fitzgibbon, David Jones, Susanne McMenamin, Alan McMullan, Joanna Crowley, Peter Holland,  John Ryan, Philip Tully, Tomás Bailey, Matthew Broadstock,  Rachel O’Sullivan, Kate McKenna, Simon Shinkwin, Christian Donagh, Maireadh Dale, Sherilyn Deane and Nicole Burke. Matheson is working alongside US counsel, Wachtell, Lipton, Rosen & Katz and UK counsel, Freshfields Bruckhaus Deringer LLP.
Legal: Freshfields Bruckhaus Deringer led by Piers Prichard Jones and Nick Jones, with Rafique Bachour leading on antitrust matters.

WestRock:
Legal: McCann FitzGerald LLP led by David Byers, Stephen FitzSimons, Gary McSharry and Alan Heuston. Partnered with partnered with Paul, Weiss, Rifkind, Wharton & Garrison LLP and Cravath, Swaine & Moore LLP.

Renatus Comment: This is one of Ireland’s best success stories and a great example of multigenerational leadership helping to create the world’s largest paper and packaging company.  It follows the company’s rejection of a high-profile takeover approach from International Paper in 2018. As a result of this move, the company will de-list from Euronext Dublin, signalling another blow to the Irish exchange which  will follow the confirmed and planned departure of companies such as CRH and Flutter. Smurfit Kappa’s share price fell by almost 13% upon announcement of the deal, although it has regained ground to end the week, closing on Friday down just over 6%. CEO Tony Smurfit will be hoping to prove the market wrong by realising over $400m of forecasted synergies from the deal. He indicated that the rationale behind the deal is to allow Smurfit Kappa to gain access to the US and Latin American markets which should prove to be highly valuable in the long term.

Source: RTE

Larsen Water Management acquired by RSK

Deal Details: Larsen Water Management has been acquired by RSK. Deal consideration was not disclosed.

Larsen Water Management is a Meath-based business that specialises in water leakage detection and water network surveys, working throughout the Republic of Ireland and Northern Ireland. The business is owned by David and Bernadette Smith and it is reported that the business has revenue of just under c. €3m.

Hadquartered in the UK, RSK Group is an engineering and environmental consultancy comprising over 200 firms and is owned by its employees.  In FY Mar 22, the group reported turnover of c. £796m which converted to an EBITDA of c. £52m.

Advisers: None Mentioned.

Renatus Comment: The WWF reports that by 2025, two-thirds of the world’s population may be facing water shortages. Under The First Fix Free scheme, Uisce Éireann offers to repair leaking water pipes on a householder’s property without charge. Uisce Éireann estimates that over 192m litres of water per day have been saved as a result of this scheme to the end of H1 2022.

Larsen Water Management has long-standing relationships with organisations including Uisce Éireann and Northern Ireland Water. The business plan is to grow on the island of Ireland but there is also potential to expand abroad with RSK, who have completed c. 15 acquisitions this year.

Source: Independent

Adapt Engineering acquired by PCE Automation

Adapt-Engineering

Deal Details: Adapt Engineering has been acquired by PCE Automation. Deal consideration was not disclosed.

Adapt Engineering is a Dublin-based business that specialises in the design, manufacture, and integration of automated machines and systems for the MedTech industry. Clients include Medtronic, Teleflex, Boston Scientific, Biotronik, and Biosense Webster. The business is reported to have revenue of c. €1m last year.

PCE Automation is a Suffolk-based business that provides ocular, medical, and pharmaceutical sectors with automation services – this ranges from packaging and product assembly to dosing and filling. Harry Cook, Sales Director of PCE Automation reported that turnover for the business is c. £22m. The business is owned by James Cook, Harry Cook, Oliver Cook, and David Nolloth.

Advisers: None Mentioned.

Renatus Comment: In a competitive MedTech market, companies are looking to win contracts over the quality of their products, commercial strategy, product development, and supply chain. This acquisition will help open up European doors for PCE Automation and will also help facilitate Adapt Engineering to secure larger contracts. Harry Cook, Sales Director of PCE Automation stated that Adapt Engineering is “probably too small right now to win some of the larger contracts out there in the market and our plan is to invest in the business and make it as large as our existing business here in England”.

Source: Business Post

Catalina Insurance Ireland DAC acquired by RiverStone International

Catalina-Insurance-Ireland-DAC

Deal Details: Catalina Insurance Ireland DAC has been acquired by RiverStone International. Deal consideration was not disclosed. The deal is subject to regulatory approval.

Catalina Insurance Ireland DAC is a Dublin-based insurance company authorised by the Central Bank of Ireland. The company was previously part of the HSBC Group and was acquired by Catalina in October 2012. It has two main portfolios, a German medical malapractice book and a UK motor portfolio. The company does not report revenue or EBITDA information.

RiverStone International is an acquirer and reinsurer of legacy and discontinued insurance businesses specialising in the management of legacy business and portfolios. The business is headquartered in London and has reportedly closed 37 deals since 2010, acquiring more than c. $14.1bn of liabilities.

Advisers: None Mentioned.

Renatus Comment: Catalina Insurance Ireland DAC had previously taken over Quinn Insurance’s portfolio of UK and European legacy liabilities in 2015. The portfolio of liabilities acquired by Catalina were reported to have gross and net insurance liabilities of c. €463m. RiverStone International has transacted a variety of deals – from insurance and reinsurance portfolio transfers to company purchases. Luke Tanzer, the CEO of RiverStone International said: “This acquisition demonstrates our commitment to delivering on our geographical expansion strategy and in particular our objective to continue to grow our capabilities within the European market.”

Source: Capital IQ

ORS Group acquires John Spain Associates

Deal Details: ORS Group has acquired John Spain Associates. Deal consideration was not disclosed.

ORS Group is a multidisciplinary firm that offers nine core areas of civil and structural engineering, project management, infrastructure, health and safety, building surveying, assigned certifier, fire safety, energy management, and environmental services. The firm was established in 1991 by Paul O’Reilly and Finbarr Stuart, and is currently led by managing director John Brennan. The company is headquartered in Mullingar and received Investment from Irish private equity firm Erisbeg earlier this year. The firm does not disclose revenue or EBITDA information.

John Spain Associates is a planning consultancy practice in Dublin. The company was formed in 1997 by Managing Director John Spain and has grown to a team of 21 professionals with experience working with both public and private clients. The business does not report revenue or EBITDA information.

Advisers:
ORS Group:
Legal: LK Shields led by Emmet Scully and Jonathan Braden
Tax: EY led by John Kennelly and Richard O’Dwyer.
Transaction Services: Deloitte led by Kirstie O’Flanagan.

John Spain Associates:
Corporate Finance: Pegasus Capital led by Mark Metcalfe, Peter Hyde, David Lawrence, Dónal O’Connell, Michael Hussey, Mark McCoy, Conor McDonald, Anthony Marinos and Aoife Kenny.

Renatus Comment: ORS Group has been acquisitive lately, after acquiring GSP Fire, a fire safety services solution provider last month. Managing Director of ORS Group, John Brennan, says this acquisition will give them the ability to provide comprehensive and innovative services across the planning and building spectrum. Post-acquisition, John Spain Associates will continue to operate using its own brand and management within the wider ORS Group.

Source: Independent

AT&T Rentals acquires International Trailers

AT&T Rentals

Deal Details: AT&T Rentals has acquired International Trailers. Deal consideration was not disclosed.

AT&T Rentals is an Antrim-based truck and trailer rental business. The company was established in 1988 and boasts a fleet of trucks ranging from c. 7,500kg rigids to c. 44,000kg tractor units as well as a wide selection of trailers. The business does not report revenue or EBITDA information.

International Trailers is a Carlow-based company that supplies new and used refrigerated semi-trailers and truck bodies. In FY Aug 22, the business reported turnover of c. €19.3m which converted to an EBITDA of c. €580k.

Advisers: None Mentioned.

Renatus Comment: International Trailers has been the sole distributor of the French manufactured Chereau range of refrigerated semi-trailer & truck body products since 1977. Chereau is a PE-backed company operating under The Reefer Group that specialises in the design, production and commercialisation of custom-made refrigerated semi-trailers and trucks. In a statement about the acquisition, AT&T said: “As existing Chereau service partners, acquiring International Trailers has been a logical and proactive next step for us”.

According to Cargosense, 20% of temp-sensitive products are damaged during transport due to a broken cold chain. There is a growing need for cold storage solution providers to help with the distribution of critical products such as pharmaceuticals that are temperature-sensitive and require appropriate transport conditions to preserve the cold chain.

Source: Irish News

Chadwicks Group acquires Rooneys Homevalue Hardware

Deal Details: Chadwicks Group has acquired Rooneys Homevalue Limited. Deal consideration was not disclosed.

Chadwicks Group is Ireland’s leading provider of building materials with 50 stores and over 1300 employees across the country. The business was founded in 1902 and is a subsidiary of Grafton plc. The group does not report revenue or EBITDA information separately.

Rooneys Homevalue Hardware is a hardware business located in Meath. The company provides agri, paint, gardening, plumbing, heating, safety wear and homeware products. The business does not report revenue or EBITDA information.

Advisers:
Chadwicks Group: 
None Mentioned.

Rooneys Homevalue Limited:
Corporate Finance: Grant Thornton led by Paddy Dillon and Tom Roche.

Renatus Comment: Chadwicks as a brand has been in existence since 1902 but was rebranded as the Grafton Group in 1987, with Grafton Merchanting rebranding as Chadwicks Group in 2019. As part of this, several builders merchants including Heiton Buckley, The Panelling Centre and Cork Builders Providers were rebranded as part of the Chadwicks Group.

Grafton’s distribution segment now trades from 53 branches, principally under the Chadwicks brand. The segment’s offering has been extended in recent years via the acquisition of Sitetech in 2022 and Proline in 2021. These acquisitions have sought to both expand the segment’s capabilities and extend its geographic footprint, with Grafton Group CEO, Eric Born highlighting the fragmented nature of the sector, suggesting the potential for continued acquisitions under Chadwicks brand.

Source: Capital IQ

TravelExtra acquired by Eoghan Corry

Deal Details: Eoghan Corry has acquired TravelExtra from publishing group Business Exhibitions Ltd. Deal consideration was not disclosed.

TravelExtra is a travel magazine that has been in print for 25 years. It features aviation, cruise and ferry news and destination reviews. It was owned by publishing group Business Exhibitions Ltd prior to this deal. Business Exhibitions Ltd does not report revenue or EBITDA information.

Eoghan Corry is an award-winning travel journalist from Dublin. He served as TravelExtra’s editor for 20 years before leaving in 2020. Following this acquisition, Corry will act as the publisher and editor-in-chief of the magazine.

Advisers: None Mentioned.

Renatus Comment: We have seen a number of deals in the print space recently. For example, National World PLC has made a number of acquisitions, including Farm Week, The Newry Reporter and Banbridge Chronicle to name a few. There is consoldiation in the space as readers shift to digital. In 2022, Mediahuis said the proposal to close the printing facility was a direct consequence of reduced newspaper volumes and escalating prices.

Eoghan Corry said: “I am very excited for the future of TravelExtra. There is a thirst for travel news in Ireland and I plan to cater to it. Having been associated with the title for two decades of my career in journalism, this is a natural fit”.

Source: Business Plus

BGF takes minority stake in Avoca Clinic

Deal Details: The Avoca Clinic has received minority investment from BGF. The equity investment is worth a reported c. €7m.

The Avoca Clinic is a cosmetic surgery practice headquartered in Wicklow. The company was established in 2012 and is led by daughter-mother duo, Niamh Murdock and Ailish Kelly. The business has three clinics in Wicklow, Limerick and Dundalk. It does not report revenue or EBITDA information.

BGF is a private equity investor with operations in the UK and Ireland.

Advisers:
The Avoca Clinic:
Corporate Finance: Focus Capital Partners led by Owen Hackett, Orla Devlin, Edel Mulvihill, and Shane O’Connor.
Tax: Focus Capital Partners led by David Brophy and Andrew Kenny.
Property Consulting: MSP Consulting led by Mark Smyth.
Legal: RDJ LLP led by Sean O Reilly, Maria Walsh and Louise Buckley.

​​​​​​BGF:
Corporate Finance: Grant Thornton led by Gareth Cosgrove and Graceanne O’Brien.
Legal: Squire Patton Boggs led by George Kennedy and Claudia Kilpatrick.
Tax: Grant Thornton led by Paschal Comerford.

Renatus Comment: There has been a growing number of people going abroad for cosmetic surgery but there is also a lack of regulation in many of these countries. According to The Guardian “a survey by the British Association of Aesthetic Plastic Surgeons (Baaps) revealed the number of patients reporting complications after treatment abroad is on the increase. Three out of five Baaps members reported a rise of at least 25%-35% during the past five years”.

The Avoca Clinic plans to use its fresh stream of funding to expand its surgical capacity and footprint across Ireland in this next phase of growth, according to Niamh Murdock, CEO of The Avoca Clinic.

Source: Independent

Deal Updates & Other News

Kingspan has held merger talks with Carlisle Companies

Deal Details: Irish insulation maker Kingspan has confirmed that it has held “informal discussions” with US construction materials manufacturer Carlisle Companies. It has been said that the Arizona-based company has rebuffed the approach but is open to reviewing a more attractive offer. Any potential merger would create a global powerhouse in this industry with a combined market capitalization of c. $30bn. In FY Dec 22, Kingspan reported revenue of c. €8.3bn which converted to an EBITDA of c. €1.0bn.

Source: Independent

Butternut Box early backer sells its stake

Deal Details: Butternut Box is an Irish co-founded business (founded by Kevin Glynn and David Nolan in 2016). The business has experienced substantial growth with its healthy dog food subscription delivery services model. It has a tech platform which uses algorithms to work out the individual needs of each dog and it has expanded rapidly across Europe, including through the acquisition in Poland of PsiBufet earlier this year. The company’s latest round led by General Atlantic, valued Butternut Box at over c. £500m. Literacy Capital, a London-based trust, earned a reported c. 54% premium on its c. £14.2m stake, as it realised c. £21.8m from the sale. “When we first met David and Kevin in 2017, Butternut Box was feeding several hundred dogs. Since then, the progress that the business has made as a result of the focus and calibre of the team, has been remarkable,” said Richard Pindar, CEO of Literacy Capital.

Source: Business Post

Company Performance

the martello

The Martello Hotel is a hotel that sits at the foot of Bray Head, Co. Wicklow. The Martello provides 25 en-suite hotel bedrooms, 19 self-catering apartments and a heated garden bar. The business is owned by the Duggan family.

In its financial year to October 2022, the business generated a turnover of c.  €11.7m, an increase of 62.7% year-on-year. This converted to an EBITDA of c. €1.5m. EBITDA improvements can be attributed to increasing revenue and managing opex as hotels reopened following the pandemic.

Significant post-EBITDA cash movements include a movement in funding from subsidiaries/group companies of c. €1.0m and Employment Wage Subsidy Scheme (EWSS) of c. €1.0m. The business finished the year with a cash balance of c. €1.5m, an increase of 62.4% year-on-year.

The business employed an average of 238 people in FY22 at a total cost of c. €4.8m.

Daniel-Whelan-Engineering-Works-Limited-figs

Fundraisings

Who: Tirlán Nurture Fund, a fund for agrifood-tech solutions created by farmer owned food and nutrition co-op Tirlán.

What: The fund will make investments through the c. €10m platform.

Why: The funding will seek to identify solutions that add to increased efficiency and drive sustainability along the supply chain, with the aim of benefitting Tirlán, its farmer suppliers and the wider community.

Source: RTE

Who: Teybridge Capital Europe, a provider of end-to-end supply chain financing with facilities ranging from €100k to €10m.

What: The business has secured c. €25m by a “prominent institutional investor”.

Why: The funding will help support the expansion of the Dublin-based division’s structured trade finance portfolio across Europe.

Source: Sunday Times

Executive and Board Appointments

We in Renatus believe that more important than the deals are the people and we are pleased to provide you with details of key recent executive and board-level appointments.

Cathy Bryce

Cathy Bryce

Source:
(Google Images & LinkedIn)

bpfi

John O’ Keeffe

John O Keeffe

Source:
(Google Images & LinkedIn)

John O' Keeffe BIO

@RenatusCapital Tweets

19%

The proportion of female chief executives in large companies in Ireland according to @CSOIreland

€963m

The amount raised by Irish start-ups and tech companies in the first half of the year according to @techireland

10.7m

The number of passengers that passed through the five main Irish airports in Q2’23, up from 9.1m in Q2’22 according to @CSOIreland

30,000

The estimated housing unit completions for 2023 according to @BPFINews

About Renatus

Renatus was 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.

Renatus targets companies with sustainable earnings of €1m+ and valuations typically in the range of €5m – €20m. Our typical solutions include:

  • Succession planning
  • Management buyouts
  • Management buy-ins
  • Growth financing – both organic and acquisition growth financing
  • Full and partial share sale

Our Family of Investments

Current Portfolio:

Flew the Nest:


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