NORBIT to acquire the maritime technology company Innomar

27 Jun 2024 12:40 CEST

Trondheim, 27 June 2024: NORBIT ASA ("NORBIT" or the "Company") announces that
it has entered into a share purchase agreement to acquire 100 per cent of the
equity interest in the technology company INNOMAR Technologie GmbH ("Innomar"),
the market leader in the field of sub-bottom profilers in the maritime industry.

The acquisition of Innomar represents an attractive strategic fit with NORBIT as
it contributes to broadening the product portfolio in the Oceans segment and
diversifying its customer base.

About Innomar
Headquartered in Rostock, Germany, Innomar is the global market leader in the
design, manufacturing, and distribution of parametric sub-bottom profilers. With
nearly thirty years of experience in acoustic systems, signal processing,
maritime electronics, and software, Innomar has developed cutting-edge
technology with high performance and built deep domain expertise that is well-
recognised in the market. Innomar serves a diversified and global customer base,
having sold systems to more than 80 countries, demonstrating extensive reach and
responsiveness to market demand.

Innomar's main products are parametric sub-bottom profilers, which are advanced
acoustic instruments designed to work in all water depths. These devices use
specialised sound pulses to create high-resolution images of the seafloor and
the subsurface layers beneath it. Sub-bottom profilers are used in various
applications, such as mapping sediment layers (e.g. for installation of offshore
wind farms, dredging and construction), conducting geological surveys and
detecting buried objects like pipelines, cables, boulders, or archaeological
artefacts. Users can easily adjust the settings for different tasks with a
straightforward data acquisition and control software, making the technology
versatile and user-friendly.

"We are enthusiastic about welcoming Innomar to the NORBIT family. Nearly 30
years of accumulated domain knowledge with a strong and well-established brand
aligns with NORBIT's vision to be recognised as world-class, enabling people to
Explore More. Innomar has an experienced team with deep technical competence and
the product portfolio is complementary to our existing sonar technology. This
acquisition ticks all boxes", says Per Jørgen Weisethaunet, CEO of NORBIT.

"Joining forces with NORBIT is a great opportunity for Innomar. This partnership
aligns well with our long-standing commitment of delivering high-quality
technology in the Oceans domain. We believe that NORBIT's global reach and
resources will help us even better serve our customers and explore new
opportunities in the maritime industry. We look forward to working together and
contributing to our shared goals", says Sabine Müller, CEO of Innomar.

Strategic and financial rationale
Innomar has a strong fit to NORBIT's criteria to accelerate growth through
strategic acquisitions:

* Tailored technology to carefully selected applications
* A complementary product portfolio, providing diversification of revenues and
cash flow
* Positive revenue synergies expected by combining market and R&D efforts,
strengthening the offering and position within underwater acoustics
* A customer and commercially focused organisation with deep domain specific
knowledge
* A cultural fit
* The transaction is expected to create significant shareholder value, with
strong estimated accretion to the 2024 EBIT(1), free cash flow(2) and
earnings per share(3)

Over the last five years, Innomar has reported an average organic revenue growth
of nearly 15 per cent per year driven by strong demand for technology in the
maritime domain to explore the ocean space. By delivering world-class products
to its customers and maintaining cost consciousness and an efficient set-up,
Innomar has reported attractive and stable margins over several years. The EBIT
margin reported is accretive to NORBIT's target for the Oceans segment (25-30%).

Based on the purchase price on a cash and debt-free basis, assuming normalised
working capital, and applying Innomar's reported financials for the fiscal year
2023/24 (ending 31 March 2024), the implied valuation multiple is 6.1x EV/EBIT.

Key terms of the acquisition
Pursuant to the share purchase agreement, NORBIT, via a wholly-owned Germany
subsidiary, will acquire 100 per cent of the equity interest in Innomar from a
group of individual investors and the founding management.

* The acquisition is based on an enterprise value of Innomar, on a cash and
debt-free basis and assuming a normalised working capital, of EUR 40.5
million.
* Subject to final post-closing balance sheet calculations, NORBIT will at
closing of the transaction pay a preliminary purchase price of EUR 39.9
million for the shares, of which EUR 35.1 million shall be settled in cash
and of which EUR 4.8 million shall be settled in consideration shares in
NORBIT to be issued at market price to the founding management of Innomar.
* Completion of the acquisition is subject to a limited number of customary
closing conditions. Closing is expected to take place during July this year.



Financing of the acquisition
The Company has received a binding offer and commitment from DNB Bank ASA for a
new term loan facility. Together with the share issuance towards the Innomar
management, the transaction is fully financed.

Subject to the completion of the transaction, taking into account the dividend
paid to the shareholders in May and 12-month EBITDA contribution of Innomar,
NORBIT expects its pro-forma Q1 2024 NIBD/EBITDA(4) to be at 1.7x. NORBIT has a
financial policy of maintaining a long-term NIBD/EBITDA ratio of 1.0 - 2.5x.

Providing for continued strong financial flexibility in order to pursue
strategic acquisitions and seize new organic growth opportunities with speed and
agility remain important both in the capital allocation framework and to succeed
in delivering on the ambition plan set towards 2027. In consideration of this,
the board of directors may consider equity financing in relation to part-
financing the transaction. NORBIT's 2027 target is to report organic revenues in
excess of NOK 2.75 billion and more than NOK 3.0 billion when including
acquisitions.

Please see the attached presentation for further information about Innomar and
the transaction.

For further queries, please contact:

Per Jørgen Weisethaunet, CEO, +47 959 62 915
Per Kristian Reppe, CFO, +47 900 33 203

About NORBIT:

NORBIT is a global provider of tailored technology to selected applications,
solving challenges and promoting sustainability through innovative solutions, in
line with its mission to Explore More. The company is structured in three
business segments to address its key markets: Oceans, Connectivity and Product
Innovation & Realization. The Oceans segment delivers tailored technology
solutions to global maritime markets. The Connectivity segment provides wireless
solutions for identification, monitoring and tracking. The Product Innovation &
Realization segment offers R&D services, proprietary products, and contract
manufacturing to key customers.  NORBIT is headquartered in Trondheim with
manufacturing in Europe and North America, has around 500 employees, and a
worldwide sales and distribution platform.

For more information: www.norbit.com

Advisors:

Wikborg Rein Advokatfirma AS and Weisner Partner mbB Rechtsanwälte have acted as
legal advisors to NORBIT in connection with the acquisition.

MAR Notice:

This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Elise Heidenreich, Investor
Relations in NORBIT ASA, 27 June at 12:40 CEST.

FORWARD-LOOKING STATEMENTS

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company disclaim any obligation or
undertaking to update, review or revise any forward-looking statement contained
in this announcement whether as a result of new information, future developments
or otherwise. The information, opinions and forward-looking statements contained
in this announcement speak only as at its date and are subject to change without
notice.

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(1) EBIT is short for earnings before interest and tax and corresponds to
operating profit as reported in NORBIT's consolidated statement of profit and
loss.



(2) Free cash flow is the net cash generated from operating activities less net
cash used in investing activities as reported in NORBIT's consolidated statement
of cash flows



(3) Earnings per share is the profit after tax for the period attributable to
the ordinary equity holders of the Company as reported in NORBIT's consolidated
statement of profit and loss, divided by the total number of issued share in the
Company.



(4) NIBD/EBITDA stands for net-interest-bearing borrowings over EBITDA. Net-
interest bearing borrowings is defined as total interest-bearing borrowings,
including lease liabilities, less cash and cash equivalents, as reported in
NORBIT's consolidated statement of financial position.

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622562_2024-06-27 NORBIT acquires Innomar.pdf