Endúr ASA – Agreement to purchase 100% of the shares in VAQ

23 Dec 2024 07:00 CET

23 December 2024 – Endúr ASA («Endúr») has entered into an agreement to purchase
100% of the shares in VAQ AS («VAQ») from majority owner Broodstock Capital and
several employee minority shareholders (“The Sellers”), in a highly strategic
and complementary transaction. The acquisition will increase Endúr’s capacities
and broaden its service offering within land-based fish-farming, supporting what
is expected to be a significant ramp-up in both project planning and build-outs
over the coming years.

”VAQ represents a strong operational fit for Endúr and our subsidiary Artec
Aqua. Integrating the RAS capabilities of VAQ allows Endúr to strengthen its
market presence within land-based farming, by offering a complete suite of
relevant technologies. We see this as an exciting opportunity for Endúr to add
complementary technology competence and engineering capacity to our existing
offering within this segment”, says Jeppe Raaholt, CEO of Endúr.

About VAQ

VAQ is a leading supplier of efficient land-based RAS fish-farming facilities,
focusing on smolt and post-smolt. The company is a full-cycle provider, involved
in all steps of the project, from pre-planning to design, component delivery to
service and maintenance. VAQ is headquartered in Asker, and has additional
offices in Trondheim and Ribe, Denmark. The company has ~50 employees and is
expected to deliver approximately NOK 400 million in revenue for FY 2024 (FY
2023: 332 million), with an operating result (EBIT) in range of NOK 5-10 million
(FY 2023: NOK 30 million).

Strategic rationale

VAQ’s RAS technology is highly complementary to the well-known Artec Aqua Hybrid
SystemTM, provided by Artec Aqua. The acquisition secures an expanded portfolio,
enabling cross-selling opportunities and increased after-market revenue
potential. Additionally, Endúr secures strategical human capital growth through
the ~50 skilled engineers in VAQ, allowing in-house project team scaling and
reducing dependency on external resources. The acquisition is expected to yield
substantial synergies across sales, customers, market and operational expenses
over the coming years.

”We see significant potential in becoming part of Endúr and a larger
organisation. We are particularly excited about the prospect of VAQ joining
forces with Artec Aqua. Through its well-executed design and construction for
Salmon Evolution, Endúr stands out as a preferred buyer. The amount of
consideration shares reflects our strong belief in the future of both Endúr and
VAQ, individually and together”, says Pål Kristian Moe, Chairman of the Board of
VAQ.

Terms and financing

The transaction values VAQ at an equity value of NOK 115 million, based on an
Enterprise Value excl. leasing liabilities (normalized NWC, debt- and cash-free
basis) of NOK ~95 million. Endúr will additionally, for the period from 1
November to closing, pay a locked box compensation of NOK 2.5 million.

The acquisition is fully financed through a cash payment of NOK 58.75 million
and NOK 58.75 million in consideration shares. The consideration shares will be
issued at price equal to VWAP for the last 25 days leading up to this
announcement. The consideration shares issued to VAQ’s management and employee
minority shareholders, will be subject to a 24 and 12-months lock-up,
respectively. The consideration shares issued to Broodstock Capital will be
subject to a 6-months lock-up. All sellers will receive a 50/50 split between
cash payment and consideration shares.

VAQ will, following the acquisition, continue to operate as a separate legal
entity under Endúr’s segment Aquaculture Solutions.

The transaction is expected to be completed by February 2025 and is subject to
approval from The Norwegian Competition Authority («Konkurransetilsynet») and
certain customary conditions.

SEB Corporate Finance acted as exclusive financial advisor to Endúr ASA.

Please find a detailed presentation of the transaction attached to this
announcement.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Einar Olsen (CFO), at the
date and time as set out above.

(ENDS)

For further information, please contact:

Media
Jeppe Raaholt, CEO of Endúr, tel: +47 976 69 759

Investors
Einar Olsen, CFO of Endúr, tel: +47 924 01 787

About Endúr ASA
Endúr ASA (OSE: ENDÚR) is a leading supplier of construction and maintenance
projects and services for marine infrastructure, including facilities for
land-based aquaculture, quays, harbours, dams, bridges and other specialized
concrete and steel projects. The company and its subsidiaries also offer a wide
range of other specialized project and marine services. Endúr ASA is
headquartered in Lysaker, Norway. See www.endúr.no.

More information:
Access the news on Oslo Bors NewsWeb site

635517_Investor Presentation - Acquisition of VAQ AS.pdf