InsightsNewsletterRenatus’ Weekly M&A Newsletter – 20/12/2020

Renatus’ Weekly M&A Newsletter – 20/12/2020

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Dear Reader,

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

Signing Off – Happy Christmas

We would like to wish all our Renatus friends on this newsletter a great Christmas and New Year.

We would like to pass our condolences to anyone who lost loved ones this year. It was a tough year for all and the resilience shown by so many was amazing. We feel very lucky to have the partners we have in Renatus, our colleagues, investors, partner companies, those working within the companies and many more who help and support us. The resilience and teamwork shown by all during such a volatile year was beyond belief.

We definitely think the happenings this year reminded people that having all eggs in one basket (i.e. a private company) might not be wise as the unforeseeable can happen. It also reminded people that having aggressive debt structures is not wise either given the unforeseeable threats. Most of all I think it reminded us all that our health is our wealth.

In a year where the weeks didn’t end and holidays largely didn’t happen, we hope everybody gets to switch off over the Christmas and New Year and enjoy the downtime.

We hope Santa Claus comes and Borris sees sense.

Happy Christmas and New Year,

From all the team in Renatus

Renatus Questionnaire

Thank you to the 1,000+ people who filled out our questionnaire.

We will be publishing the results In our New Year’s newsletter and in The Sunday Times in two weeks’ time.

M&A Activity

Ensto has acquired Renley

RENLEY

Deal Details: Ensto has acquired Renley Ltd, an Irish manufacturer of low and medium voltage products and related services for local DSOs (distribution system operators) for an undisclosed sum. Renley will be known as Ensto Renley Ltd post deal.

Ensto designs and provides smart electrical solutions to improve the safety, functionality, reliability and efficiency of smart grids, buildings and transportation. It employs c.1,400 professionals in Europe, the USA and Asia and generated a turnover of €260m in 2019.

Renley Ltd is a well-known supplier for major DSOs in Ireland and the UK. It employs c.20 people in Dunboyne, Ireland.  In 2019, Renley recorded a turnover of €5.4m. Prior to the transaction, Renley was wholly owned by Declan McGrath.

Advisers: Paddy Dooley and Alan Kelly of Focus Capital Partners led the financial advisory and Cillian Balfe in Whitney Moore on the provided legal advice.

Renatus Comment: This acquisition will further strengthen Ensto’s DSO business by giving them broader market access in Ireland and the UK.  Many of Renley’s products complement those of Ensto’s which will lead to cross and up-selling opportunities across the group.

Source: Ensto press release

Amarenco acquires Spanish solar farm

AMAR

Deal Details: Cork-headquartered solar energy IPP Amarenco Group has acquired a 49.94MW solar project called ‘Las Naranjillas’ located in Carmona, Seville from Hanwha Energy in Spain. The plant will produce enough energy to meet the electricity demand of 13,997 homes.

Amarenco is a leading Solar IPP operating in France, Ireland, and Oman. It develops, finances, builds and operates commercial and utility-scale solar PV projects. It has successfully delivered over 2,000 solar infrastructure projects to date. In the financial year to December 2019, Amarenco Solar Limited recorded revenue of €39.1m and EBITDA of €2.6m. Amarenco is led by Executive Chairman John Mullins.

Established in 2007, Hanwha Energy specializes in comprehensive energy solutions that produce high-quality electricity and steam.

This acquisition marks the group’s first attempt to gain a foothold in the Spanish market. The group has recognised the Iberian region as a key market for the group’s long-term sustainability and is targeting more acquisitions in this region.

Advisers: None mentioned

Renatus Comment: This appears to be a good acquisition by Amarenco as they look to penetrate a lucrative Iberian market. Back in November, we saw the group successfully close a €150m new capital commitment from Tikehau Capital. This financial commitment has enabled the company to explore value enhancing opportunities by hiking up solar power production through acquisition.

Source:  Irish Examiner, Amarenco

DMS Group acquires Azienda

DMS

Deal Details: The DMS Group has acquired Azienda Financial Services, a well-established and independent corporate services provider, based in Luxembourg. The financial consideration of the deal was not disclosed.

DMS Governance is a leader in governance, risk and compliance services, representing leading investment funds and managers with assets under management exceeding $350bn.

Azienda specialises in administering investment structures for Private Equity, Real Estate and Structured Finance.

Niall McNamara, Structured Finance MD has highlighted that Luxembourg is a key jurisdiction for them and this acquisition will allow them to capitalise on the steps they have made in Luxembourg.

The acquisition also serves to complement the Group’s recent agreement to come together with Luxembourg-based MDO, demonstrating its commitment to the region.

Advisers:  Dara Kelly led the Grant Thornton team providing buy-side advise & support.

Renatus Comment: Luxembourg has been a well-established fund industry centre for over 30 years with a reputation for attracting large cross border investment platforms and reputable prominent fund and asset managers.

Luxembourg is also the largest investment fund centre in Europe and the second largest in the world after the US.  This is attribute to its favourable legal and regulatory framework, its toolbox for investment and its investor friendly ecosystem.

The acquisition of a well-respected structured finance operation with a solid client base will further strengthen the Group’s footprint in the region and build upon its already significant Luxembourg presence.

Source:  DMS, Grant Thornton

Keywords Studios to acquire three companies

KEYWORDS

Deal Details: Keywords studios has agreed three acquisitions: High Voltage, PR agency Indigo Pearl and recording studio Jinglebell Communications.

For Indigo Pearl, Keywords is set to pay up to £1.1m (€1.2m) in cash and £500,000 worth of stock on the first anniversary of completion. A deferred consideration of up to £400,000 will be paid three years from completion, subject to certain conditions being met. London-based Indigo Pearl specialises in the video game sector, with a 10-person team that covers traditional campaigns alongside social media and influencer-driven campaigns.

For Jinglebell, Keywords will pay €1.5m in cash and €300,000 worth of stock on the first anniversary of completion. Jinglebell is a boutique recording studio that provides audio recording, music production and sound design for video games and advertisements.

Keywords studios has also agreed a deal to acquire games development services provider High Voltage for consideration of up to $50m (c$41m). Keywords will pay an initial consideration of $23.75m in cash and $9.75m in stock, with a deferred consideration of up to $16.5m in cash and share contingent on performance targets being met by  December 31st, 2021. Chicago-based High Voltage, founded in 1993 by Kerry Ganofsky, is a full-service game developer. It ships more than 100 games across all major platforms.

Advisers: None Mentioned

Renatus Comment: I think we can now crown Keywords as the most active player in the video games M&A market.
Keywords have utilised selective acquisitions to become a one stop shop of video game services.

Keywords’ growth strategy is focused on bolt-on acquisitions coupled with organic growth. These acquisitions allow Keywords to enhance their product portfolio, technological position, market reach and customer service capabilities with much lower levels of investment.

Source:  Keywords, Irish Times

O’Leary Insurances to be acquired by Brown & Brown

ol

Deal Details: Brown & Brown Inc has entered into an agreement to acquire the general insurance operating companies of O’Leary Insurances (OLI).

The deal is expected to close in January 2021. The financial consideration was not disclosed.

Founded in 1961 by the late Archie O’Leary, OLI is one of the largest independently owned brokerages in the Republic with 200 employees operating from eight locations. They recorded turnover of €11.6m for the year ending June 30th, 2019.

New York-listed Brown & Brown is the sixth largest independent broker in the US, with more than 10,000 employees and reported revenues of $2.93bn (€2.4bn) last year.

Advisers: RDJ Corporate Partner Diarmaid Gavin advised on the transaction supported by Eoghan Doolan (Corporate), Mark Ludlow (Tax), John Dwyer (Real Estate) and Martin O’Callaghan (Real Estate).

Hines Associates (“Hines”) advised the shareholders of O’Leary Insurances.

Renatus Comment: The local insurance broker sector has been one of the most active in terms of M&A in the past couple of years. The sector was historically fragmented but is now moving toward a more consolidated market as a result of a number of companies pursuing acquisitive growth strategies.

Source:  RDJ, Irish Times

Gresham House to acquire Appian Asset Management

appian scaled

Deal Details: Dublin-based investment group Appian Asset Management has announced it is to be acquired by UK asset manager Gresham House in a deal valued up to €10m.

Appian will receive an initial €4.5m, with further payment subject to certain performance targets being met over the next three years. The deal is subject to approval by the Central Bank of Ireland.

Appian was set up in 2002 by Patrick Lawless and has €330m AUM. It Invests across traditional and alternative asset classes including equities, property, infrastructure, and forestry.

London-listed Gresham House has more than £3.3bn (€3.6bn) in assets under management.

Advisers: None Mentioned

Renatus Comment: Consolidation in the Irish wealth management and asset management sector has sped up in recent months due to the spike in compliance and regulatory costs. The deal will allow Appian to offer its clients a wider list of investment products enhancing client satisfaction.

Source:  Irish Times

Learning Pool has acquired Remote Learner

learning pool

Deal Details: Derry-based tech company Learning Pool has announced its acquisition of Denver-based Remote Learner. The financial consideration and terms of the deal were not disclosed.  This is their 4th acquisition in recent years.

Learning Pool is the world’s largest open-source learning management system (LMS) provider for workplace learning. It has 800 customers worldwide and 3.5m active learners.

In the summer Learning Pool announced a 32% rise in revenues to £18.1m in the year ending April 30th 2020. Some of its clients include Boots, The FA, RBS, Jurys Inn.

US-based Remote Learner is a specialist in learning management systems (LMS). Some of its clients include the Royal Caribbean and Ultimate Kronos groups.

Advisers: Beltrae Partners Limited advised Learning Pool on this transaction.

Renatus Comment: Global e-learning companies have been one of the very few net beneficiaries of the covid-19 pandemic. Covid-19 has accelerated the pace at which businesses and educational institutions are adopting these technological solutions. These e-learning companies offer an increasingly popular lower-cost alternative to traditional training which makes them highly disruptive in the education and corporate training industry.

Source: Irish News

Eakin Healthcare acquires Armstrong Medical

eakin

Deal Details: Eakin Healthcare Group has acquired Armstrong Medical as part of the group’s plans to expand into a new therapeutic area. The financial consideration was not disclosed.  There will be no change to company names or brands.

Coleraine-based Armstrong Medical, founded in 1984 by John Armstrong MBE, is a manufacturer of high-quality innovative products for use in anaesthesia, respiratory and critical care. In its financial year to May 2019, Armstrong Medical Ltd recorded revenue of c. €14.0m and EBITDA of c. €2.7m. Prior to the transaction, the business was predominantly owned by a number of Armstrong family members and others including John, Ingrid, Ross and Nigel Armstrong.

Armstrong employs over 200 staff and exports to more than 60 markets.

The Eakin Healthcare Group, one of Northern Ireland’s most successful healthcare businesses, was formed in 1974 by Tom Eakin, a pharmacist in Dundonald, just outside Belfast.  It exports to over 30 countries through a network of 40 distributors.

This deal is part of the group’s diversification  strategy. This deal expands the groups product offering from ostomy and wound care to now incorporate anaesthesia, respiratory and critical care products.

Advisers:  KPMG provided financial, strategy and tax advice on this transaction.

An EY team lead by Associate Partner Johnny Forde advised Armstrong Medical.

Renatus Comment: Expect to see plenty more deals from NI over coming months as people rush to get ahead of expected increased CGT rates in March

Source: Eakin Press Release

Deal Updates & Other News

IAG set to buy Air Europa

Aer Lingus owner IAG has agreed to buy Spain’s Air Europa for €500m, with the payment deferred until 2026.

This represents a 50% discount on the original price it agreed to pay for them in Nov 2019.

However, with the Covid-19 pandemic causing serious cash flow issues and placing severe pressure on the airline industry, IAG has been attempting to cut the price due to the uncertainty surrounding the short-term resilience of the industry.

SourceRTE

Thermo Fishers’ acquisition of Bio-Sciences awaits regulatory approval

The proposed acquisition by Thermo Fisher Scientific Inc. of Bio-Sciences Limited has been notified to the Competition and Consumer Protection Commission.

Thermo Fisher Scientific Inc., a US company headquartered in Waltham, Massachusetts, is a worldwide supplier of laboratory equipment, analytical instruments, diagnostics and related products and services.

Based in Dún Laoghaire, Co. Dublin, Bio-Sciences Limited is a third-party distributor of laboratory supplies and equipment, primarily to the biotechnology sector.

Source: CCPC

The planned sale of Mainstream Renewable power has been put on hold

The proposed sale of Mainstream is set to be pushed into early next year as Covid-19 has made it more complicated to close deals involving assets across a number of countries.

Industry sources had put a value of as much as €1bn on the business earlier this year.

Mainstream was set up Eddie O’Connor in 2008 after the sale of the Airtricity business he had developed. He owns 55% of the business and is its chairman.

Source: Irish Times

Presidio Inc’s acquisition of Arkphire gets the all clear from the CCPC

The proposed acquisition by Presidio Inc. of Vulcan Bidco Limited and its wholly-owned subsidiary Arkphire Group Limited has been cleared by the Competition and Consumer Protection Commission.

Presidio is a U.S.-based company that provides IT solutions with a specific focus on digital infrastructure, cloud and security solutions.

Vulcan Bidco Limited is the 100% shareholder and holding company for Arkphire Group Limited. Based in Dublin and Castlebar, Arkphire Group Limited is involved in the supply of IT hardware products and IT consulting and managed services.

Source: CCPC

EY to establish standalone law division

It has been reported this morning that EY, the professional services firm, is to establish its own standalone law firm which will focus on mergers and restructurings. EY Managing Partner Frank O’Keeffe has indicated that he expects the practice to be open in the second half of 2021. The aim is that the new practice will compliment EY’s traditional business lines.

SourceBusiness Post

Examinerships/Receiverships

Examiner has been appointed to VF Cold Stores Ltd

Mr Justice Denis McDonald has agreed to appoint Neil Hughes as interim examiner to VF Cold Stores Ltd after being satisfied it had a reasonable prospect of survival.

A potential €11m liability arising out of damages claims against a Dublin-based cold storage company has lead to it securing a High Court order for the appointment of an interim examiner.

The company, established in 1989, is based in Jamestown Industrial Park, Finglas and employs 20 people full-time and also uses five full-time agency workers.

VF Cold Stores has a number of related companies which are not involved in the examinership application.

Source: Irish Times

Company Performance

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.

DAWN

Arrow Group is one of the state’s largest meat processors. One its largest brands Dawn International is  Ireland’s largest privately owned agribusiness group and fifth largest within this sector in Europe.

In its latest fiscal year,  Arrow Group saw revenue increase by 7.2% to c. €591.5m. EBITDA decreased by 6.0% to c. €33.3m during the period despite distribution expenses decreasing slightly. Gross profit margins remained stable at c.13.6% YoY.

The company had a net cash decrease of c. €467.3k in FY19 leaving an ending cash balance of c.€1.4m There was a large draw on cash during the period from a working capital investment of c. €13.7m, the c.€18.2m investment in Freehold land & Buildings and Plant & Equipment , and c.€13.6m  spent on the acquisition of subsidiaries. Partially offsetting these outflows was the drawdown of c. €19.3m worth of new loans.

The company employed an average of 2,021 employees in FY19 at a total cost of c.€82.8m. Arrow Group is majority owned by the Queally Family.

DAWN FIGS
ASTA

Astra Construction was founded by Stephen McCarthy over twenty five years ago. It primarily operates in the Carrigaline area.

In its latest fiscal year,  Astra Construction saw revenue increase by 33.0% to c.€15.9m. Gross margins increased significantly from 19.2% in FY18 to 29.4% in FY19. Revenue growth, a dramatic margin improvement as well as a slight decrease in administrative costs enabled EBITDA to grow by c. 265.1% to €3.7m during the period.

The company had a net cash decrease of c.€2.1m in FY19 leaving an ending cash balance of c.€1.8m. The noteworthy cash movements were the c.€10.3m in loan and finance repayments, the €860k invested in Plant & Machinery , the c.€3.1m negative working capital movement and the c.€8.9m in new loans taken out.

The company hired an extra 1 person in FY19 bringing the total headcount to 23 people at a total cost of c.€1.2m. Stephen McCarthy owns 100% of Astra Construction.

ASTA FIGS

Fundraisings

Who: Dublin-based Evercam has received funding. The company supplies time-lapse and project-management cameras to the construction sector.

What:  €600k comes from DBIC Ventures’ multimillion-euro Smart Tech fund. Elkstone also participated in the funding round.

Why:  The company plans to use the funds to expand its range of analytical services, add to its US sales team and establish operations in the Middle East. It is expected that 50 news roles will be created

Source: Irish Times

Who: Belfast sports tech firm Kairos, co-founded by former Irish ruby player Andrew Trimble and Gareth Quinn, founder of Digital DNA has raised funding. The company is a one stop shop that helps elite sports clubs and athletes manage busy schedules. Clients include the Scottish national football team and Stoke City.

What:  £197k(c.€200k) was raised from the economic development agency Invest NI. Since 2018, Invest NI has provided £128,344 in support to Kairos.

Why:  The investment is part of the company’s plan to invest over £1m in R&D to further develop its products software functionality.

Source: Independent

Who: Irish start up Snack Farm has received funding. Founded in June 2019 by Mishka and Padraig Staunton, Snack Farm produces healthy snack mixes packed with natural fruits, seeds, nuts and pulses.

What:  €250k round was led by rugby star Rob Kearney and Voxpro founders Dan and Linda Kiely. Rob will join the company as its director of wellbeing.

Why: The funds will be used to expand its healthy snacking products range in 2021 and scale its newly established e-commerce platform.

Source: Irish Times

WhoAppian Asset Management has raised a fund to invest in residential units in Ireland. This follows Appian recently announcing that it is to be acquired by Gresham House.

What: Appian has raised a new €100m fund.

Why: The money will be used to acquire up to 400 newly built residential units in Ireland for lease to local authorities and approved housing bodies.

SourceThe Sunday Times

Who: Halocare Group has raised funds. The business develops products that can be used to monitor the movement and health of elderly people living at home. Funding comes from its founders, David Walsh and Nigel Kelly, both of Netwatch, and entrepreneur Johnny Walker.

What: The business has raised a reported €2m of funding.

Why: The money will be used to develop a purpose built care hub for Halocare and to refine the software.

SourceThe Sunday Independent

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.

Jason Nagle

JASON NAGLE

Source:
(Google Images & LinkedIn)

JH
JN BIO

Gavin Wyley

GW

Source:
(Google Images & LinkedIn)

RONAN GROUP
GW BIO

Requier Wait

RW

Source:
(Google Images & LinkedIn)

KPMG
RW BIO

Ger Barry

GER BARRY

Source:
(LinkedIn)

THERAPY
GB BIO

@RenatusCapital Tweets

16.4%

The year-on-year growth in the Irish grocery sales for the 12-week period to November 29th 2020, which covered most of the 6-week lockdown period, according to Kantar survey. @Kantar_UKI

0.4%

The year-on-year decrease in Irish residential property prices for October 2020, the average price paid was €257,992. In Dublin the property prices were down by 1.2% and outside of Dublin up by 0.5%, according to @CSOIreland

74.6

The KBC Ireland consumer sentiment index for December 2020, up from November reading of 65.5. @IrishTimes

59.3%

The number of Irish enterprises availing of the State’s COVID-19 employment support schemes for the period 17 March – 22 September 2020. The largest uptake was in Other Service activities (75.4%), which included hairdressing, funeral services and gyms. @CSOIreland

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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