Endúr ASA (OB:ENDUR) entered into a share purchase agreement to acquire BMO Entreprenør AS from Bever Holding NV and other minority shareholders for approximately NOK 450 million.

Endúr ASA (OB:ENDUR) entered into a share purchase agreement to acquire BMO Entreprenør AS from Bever Holding NV (ENXTAM:BEVER) and other minority shareholders for approximately NOK 450 million on October 19, 2020. Under the terms of the Agreement, the consideration includes a payment of NOK 156.8 million in Endúr ASA shares at NOK 1,459 per share, NOK 110 million in Bever Holding NV's credit with maturity by end of June 2021 and NOK 181.10 million cash. The consideration shares will be issued on completion of the transaction using an authorisation to be proposed granted to the Board of Directors of Endúr ASA.

Bever Holding NV has accepted lock-up obligations on the consideration shares vesting 1/3 per 12 months over a period of 36 months for sellers who are involved in day to day business (including Bever Holding) and 24 months for sellers not involved in day to day business, following completion of the Transaction. The consideration shares will be issued on a separate ISIN awaiting approval of a prospectus or exempted document, expected to be published in the beginning of December 2020. Following completion of the Transaction, current majority owner (80.82%) of BMO Entreprenør AS, Vidar Pettersen's Bever Holding, becomes a large shareholder in Endúr ASA.

Endúr ASA considers entering into a loan facility with a Norwegian bank to finance the cash settlement in the transaction. In addition, management and key employees of BMO Entreprenør AS, including managing director, Jeppe Raaholt will also become shareholders in Endúr ASA on the same terms as Bever Holding. Post closing, BMO Entreprenør AS will continue to operate in the market under its current brand name.

BMO Entreprenør AS generated revenues of NOK 480 million and an adjusted EBITDA of NOK 62 million, equivalent to an EBITDA-margin of 13% for the year ended December 31, 2019. The transaction is subject customary closing conditions, including but not limited to antitrust regulations, change of control consents from BMO Entreprenør AS's contracting parties, approval by the general meeting of Endúr ASA as well as none of the parties being in material breach of the agreement. The transaction is expected to be closed during November 2020.

The transaction is said to be accretive. Ole Henrik Wille and Bjørn Olav Isaksen of Wikborg Rein & Co. acted as legal advisors to Endúr ASA.