STOCKHOLM--(BUSINESS WIRE)--Regulatory News:
Opus Group: (STO:OPUS)
Background and purpose
Opus Group was founded in 1990 and is a Swedish public company whose shares are admitted to trading on Nasdaq Stockholm since July 2, 2013. Opus Group is a leading global supplier in vehicle inspection technology and operation of vehicle inspection programs, with two main divisions: Vehicle Inspection and Equipment. Opus Group aims to become a leading player in the global inspection industry. The Company has more than 1,700 employees with its own production facilities and 24 local offices in the U.S., Peru, Chile, Mexico and Pakistan, headquartered in Mölndal.
Opus Group is a growth oriented company growing through a combination of strategic acquisitions and expansions in existing and new markets. The Company has had a compound annual growth rate of approximately 49.5 percent for the period 2009 to 2013. As part of the growth strategy Opus Group announced that it had signed an agreement for the acquisition of Drew Tech on February 12, 2015. The Acquisition of Drew Tech is an important component in Opus Group’s long-term growth strategy in North America and strengthens the Company’s position on the global market.
The acquisition means that Opus Group controls market leading OBD technology it intends to use in several markets. This technology is of great importance for the future global product and service offering of Opus Inspection, including in the U.S. vehicle inspection markets.
The purchase price is USD 30 million (approximately SEK 254 million) plus a contingent earn-out of 4.4 million (approximately SEK 37 million). The transaction is financed through USD 25 million (approximately SEK 211 million) in the Company’s existing cash, USD 5 (approximately SEK 42 million) million in a directed issue in kind to the sellers of Drew Tech and USD 4.4 million (approximately SEK 37 million) in earn-out to be paid out over five years. The price of the shares of the directed issue in kind is based on the average closing share price of Opus Group during 15 trading days preceding signing of the share purchase agreement. See separate press release for additional details on the acquisition of Drew Tech.
Opus Group has available financing in place to go through with the acquisition of Drew Tech. The forthcoming rights issue of approximately SEK 150 million before transaction costs is conducted to strengthen the Company’s balance sheet in conjunction with the acquisition, and thereby reach the Company’s financial target as well as obligations to creditors, and to finance the Company’s continued expansion.
The Board of Directors has resolved, subject to approval by EGM, on a new share issue of approximately SEK 150 million before transaction costs. The Company’s current shareholders have preferential rights in proportion to current shareholdings as of the record date. New shares not subscribed for with primary preferential rights will be offered for subscription to all shareholders.
The Board of Directors intend to, on March 4, 2015 at the latest, decide on the subscription price, offer ratio and the amount which the Company’s share capital will be increased by. This will be announced in a separate press release on March 5, 2015 at the latest.
The record date for participation in the rights issue is March 12, 2015 and the subscription period runs as from March 17, 2015 up to and including March 31, 2015, with a right for the Board of Directors to extend the subscription period.
The EGM will be held on March 10, 2015. See separate press release with the EGM notice for additional details.
Preliminary time table for the rights issue
March 5 Subscription price and offer ratio is made public through a press release
March 10 The EGM resolves on the Board of Directors’ rights issue resolution
March 10 Last day of trading in the Opus Group share including subscription rights
March 11 Estimated date for publication of the prospectus
March 12 Record date for allotment of subscription rights, i.e. shareholders who are registered in the Company’s share register as of this day will receive subscription rights for participation in the rights issue
March 17-27 Trading in subscription rights
March 17-31 Subscription period
April 7 Estimated date for announcement of the preliminary outcome
Financial and legal advisors
Swedbank Corporate Finance is acting as financial advisor and Advokatfirman Vinge is acting as legal advisor to Opus Group in conjunction with the rights issue.
Mölndal February 13, 2015
Opus Group AB (publ)
About Opus Group
Opus Group is a leading company in vehicle inspection technology and vehicle inspection program operations. The Group has two main business areas which are vehicle inspection and equipment. Opus Group is one of the market leaders in vehicle inspection operations in the US and Sweden. Opus Bilprovning has 73 vehicle inspection stations in Sweden. Opus Inspection operates vehicle inspection programs in the U.S., Chile, Peru, Pakistan and on Bermuda and is active in sales and service of emission control equipment in North America and Mexico. Through the subsidiaries, Opus Equipment and J&B Maskinteknik, Opus Group conducts production, sales, and service of vehicle inspection equipment for vehicle inspection companies and vehicle workshops. Opus Group’s revenues amounted to approximately SEK 1,047 million in 2013. Opus Group’s shares are listed on Nasdaq OMX Stockholm.
FFFS 2007:17 (10 kap 11§) (SFSA rules) - The information in this press release is published in accordance with the rules in the law (2007:528) under the Securities Market Act (2007:528).
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