- Grontmij has agreed to acquire 51.8% of the shares of Ginger and will launch a mandatory public offer of € 28.20 per share (cum dividend) for all of the remaining outstanding shares of Ginger for a total consideration of € 120 million;
- Grontmij will offer new depositary receipts of shares representing up to 9.99% of the total number of currently outstanding depositary receipts in the capital of Grontmij through an accelerated bookbuild offering to qualified investors;
- Grontmij will place new ordinary shares representing up to 5.0% of the total number of outstanding shares in the capital of Grontmij with Ginger’s CEO and current main shareholder in a private placement at the price of the accelerated bookbuild;
- Based on 2009 results and excluding financing costs of the transaction, the transaction will result in immediate enhancement of Grontmij EPS;
- Transaction will add € 305 million of revenues *1 for Grontmij;
- Executive Board and Supervisory Board of Ginger fully and unanimously support the offer;
- Senior management team of Ginger to remain in place and committed to the business post-transaction.
Transaction overview
Grontmij N.V. ("Grontmij") and Ginger SA ("Ginger") announce today that they have reached agreement on the acquisition of Ginger by Grontmij, which will create a leading European engineering consultancy.
The proposed transaction will create:
- The 4th largest European engineering consultancy in Europe *2, with combined revenues of € 1.1 billion and EBITDA of € 77 million *3 (2009), generated by nearly 11,000 professionals;
- A leading European player in the engineering consultancy industry with strong positions in its home markets in Europe: The Netherlands, France, Denmark, UK, Sweden, Germany, Belgium and Poland;
- A strong position in France, one of the largest engineering markets in Europe, with an annual market size estimated at € 10.6 billion *2 in which Ginger holds the number 2 position *4;
- Access for Grontmij to the high quality, international client base of Ginger, including some of the largest construction, energy, transportation and telecom companies in Europe, as well as government organizations;
- The opportunity to further leverage the Grontmij and Ginger customer knowledge, references, skills and expertise across borders;
- The ability for Grontmij to add new competences through Ginger’s divisions Expertise Studies & Telecom.
Sylvo Thijsen, Chief Executive Officer of Grontmij: 'We are very pleased with the acquisition of Ginger, a partner that is fully committed to supporting Grontmij growth ambitions. The acquisition creates a formidable partnership of two leading engineering consultancy firms in Europe. Ginger has a strong and long-standing track record of
profitable growth and a strong market position in France as well as an excellent client base and experienced management. With the acquisition of Ginger we further deliver on our strategy to become the leading European sustainable design, engineering and management consultancy company for the built and natural environment. With the full dedication, knowledge and expertise of both Ginger and Grontmij we have great confidence in the future ahead.'
Jean-Luc Schnoebelen, Chief Executive Officer of Ginger: "We are delighted to enter a new phase of development for our company with the acquisition by Grontmij. Grontmij and Ginger are a perfect match in terms of their geographical presence, service and expertise. Grontmij is a strong brand and a recognised leader in the European engineering and consultancy business. Grontmij fully supports our growth ambition and we are therefore excited to shape the future with our new partner. We are convinced that the combination of Grontmij and Ginger will create new and exciting business opportunities and provides true added value for all our stakeholders.'
*1 Ginger on a 2009 pro-forma basis including Coplan
*2 Source: Grontmij
*3 Before non-recurring restructuring costs, profits form EAI and profits from divestments of EAI
*4 Source: Ginger
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