SPIE signs an Agreement for the Acquisition of SAG

- Acquisition of the German leader in high-growth energy infrastructure
  services
- Major step forward in SPIE’s development in Germany & Central Europe
- Creation of a leading multi-technical services provider in Germany, with
  complementary capabilities and diversified client base
- Highly accretive transaction, c. 12% positive impact on adjusted EPS⁽¹⁾
  in 2017 and c. 15% in 2018, pre synergies
- Significant cost synergies: c. €20 million over 2 years
- Consideration of €850 million, implied multiple 8.8x 2016E EBITA post
  synergies

Cergy, December 23^rd, 2016 – SPIE, the independent European leader in electrical and mechanical engineering, HVAC services and energy and communication systems, has signed today an agreement for the acquisition of the SAG Group (‘SAG’), from private equity firm EQT. The acquisition of the German leader in high-growth energy infrastructure services accelerates SPIE’s development in Germany & Central Europe, and enhances the Group’s position as a major pan-European technical services provider.

Commenting on the acquisition, Gauthier Louette, SPIE Chairman and CEO, declared: ‘We heartily welcome SAG to the SPIE Group. It is a highly respected business which, like SPIE, has a century-long focus on high quality service, operational excellence, safety, and financial discipline. We have known SAG for a long time: it fits our business model and is well aligned with our culture. This acquisition is a unique opportunity to build up significantly our energy infrastructure services capabilities and to establish a leading position in Germany and Central Europe.’

Jürgen Vinkenflügel, SAG CEO, added: ‘This is a very exciting opportunity for SAG. SPIE has a very clear strategy in Germany and Central Europe that matches well SAG’s ambitions. We share a solid tradition of technical excellence and the fit between the two companies is evident. Our team of passionate and committed employees has built an outstanding track record of high-quality service over time, and cannot wait to start the next chapter of SAG’s history.’

Markus Holzke, Managing Director of SPIE GmbH, commented: ‘The acquisition of SAG opens tremendous perspectives for SPIE in Germany. With complementary competences, a high-quality client base and a significantly densified geographical footprint, we are taking our operational and commercial capabilities to the next level. The combination of both businesses creates a German leader in multi-technical services and a wider platform for further expansion.’       

SAG, the German leader in energy infrastructure services

Headquartered in Langen, Germany, SAG is a service and systems supplier for electrical power, gas, water and telecommunications networks, primarily focused on servicing power transmission and distribution grids. The company celebrated its 100^th anniversary this year and has played a major role in shaping the German energy infrastructure. It is now the market leader in Germany, where it generates close to 75% of its revenue, and has an established footprint in Slovakia, the Czech Republic, Poland, Hungary and France. SAG employs approximately 8,000 highly qualified people across more than 170 locations, including 120 in Germany. It is expected to generate revenue of €1.3 billion and EBITA of c. €77 million in 2016 [1].  

SAG’s technical capabilities cover the full energy infrastructure value chain, including design, engineering and installation, and the company offers a comprehensive range of maintenance and asset support services. SAG benefits from established relationship with a diversified client base, and operates a low-risk, high-visibility business model, with close to half its revenue derived from multi-year framework contracts. Over time, SAG has built leading positions in dynamic markets, supported by structural long-term drivers, and has consistently achieved robust organic growth.           

A major step forward in SPIE’s strategic development

The combination of SPIE and SAG will create a German leader in multi-technical services, sharing the key success factors of the SPIE model: a wide range of complementary technical capabilities, a highly diversified client base and a densified geographical footprint. It will also provide a gateway for further expansion into Central Europe.

With strong exposure to long-term growth drivers, potential for further targeted bolt-on acquisitions, and significant cost synergies planned, this new platform will be well poised to deliver long-term revenue growth and margin expansion. Well-matched, deeply ingrained corporate cultures, strong similarities in business model, and full commitment from SAG management will ensure a smooth integration process.

Transaction details

The transaction is valued at approximately €850 million, including a net cash consideration of €460 million and a post-tax net pension liability of €390 million. It is expected to be highly accretive, with a positive impact on adjusted EPS[2] of c. 12% in 2017 and c. 15% in 2018, before synergies.  

SPIE plans on delivering pre-tax synergies of c. €20 million in procurement, administrative and other operating expenses over two years.  

The implied transaction multiples are 11.0x 2016E EBITA pre synergies, and 8.8x post run-rate synergies.

The transaction will be financed by an already committed bridge loan facility. The impact on SPIE’s net financial debt will be limited to €460 million, with pro forma year-end 2016E net debt/ EBITDA leverage ratio anticipated to be no higher than 3.0x. The highly cash generative profile of both SPIE and SAG will allow for steady deleveraging going forward, while continuing to pursue the Group’s bolt-on acquisition strategy.

SPIE expects to complete the transaction in late Q1 or early Q2 2017, subject to antitrust approval.

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⁽¹⁾ Earnings per share adjusted for amortization of allocated goodwill and exceptional items. Accretion calculation is based on the assumption of an integration of SAG as of January 1^st, 2017, and excludes the impact of transaction costs
⁽²⁾ Based on information provided by SAG. Revenue and EBITA presented are restated from non-recurring items and changes in perimeter
⁽³⁾ Earnings per share adjusted for amortization of allocated goodwill and exceptional items. Accretion calculation is based on the assumption of an integration of SAG as of January 1^st, 2017, and excludes the impact of transaction costs

Conference call for investors and analysts

SPIE will host a conference call on December 23^rd, 2016 at 2.00 pm Paris time (1.00 pm London time) to discuss the acquisition of SAG.

Speakers: Gauthier Louette, Chairman & CEO - Denis Chêne, CFO

Link to the webcast: http://event.onlineseminarsolutions.com/r.htm?e=1339605&s=1&k=58B01E5C338B83E82A3F812BA46B517A

Dial-in: +33 (0)1 70 77 09 43

A slide presentation will be available on our website www.spie.com, in the “Finance/ Press releases and publications/ Publications and presentations” section at the beginning of the conference call.

Advisors

Corporate finance: Lazard (Bertrand Moulet, Antoine Maitrot), BNP Paribas (Berthold Mueller)
Legal (acquisition): Cleary Gottlieb Steen & Hamilton LLP (Oliver Schroeder, Peter Polke)
Legal (financing): White & Case LLP (Thomas Le Vert, Samir Berlat)
Finance and tax: EY (Nicolas Winkler, Cord Stuemke)
Strategy and market : L.E.K. Consulting (Karin von Kienlin,  Serge Hovsepian)