NORBIT to acquire the maritime technology company Innomar

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 EBIT¹, free cash flow² and earnings per share³

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/EBITDA⁴ 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.

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.

Attachment

• 2024-06-27 NORBIT acquires Innomar