Ladies and gentlemen, my name is Egil Hogna. I'm the CEO of Norconsult, and welcome to this investor meeting regarding our acquisition of the Aas‑Jakobsen Group. When I joined Norconsult nearly five years ago, one of the first meetings I had with one of my EVPs was relating to potential growth opportunities going forward. The person who was our EVP for the head office, Bård Hernes , he said to me, "If there's one company you should consider acquiring or joining forces with, it is the Aas‑Jakobsen Group, because this is a group which shares our passion for advanced constructions. They are excellent in the area of infrastructure, for example. They have a long history of employee ownership, and the culture is the most similar to Norconsult's culture." At that point in time, there was no opportunity to pursue such a transaction.
But over the last half year, we've had the opportunity to investigate a potential combination with the Aas‑Jakobsen Group. Today, I'm happy to announce that this is becoming reality, significantly strengthening Norconsult's infrastructure position. As you can see on the front page, there are three logos there in addition to Norconsult's own. The Aas‑Jakobsen Group consists of three companies: Aas‑Jakobsen, Aas‑Jakobsen Trondheim, and the Geovita Group for geotechnical and geological advisory. In addition to myself, today's presentation will be by our CFO, Dag Fladby, whom you know from our quarterly meetings, and the CEO of the Aas‑Jakobsen Group, Trond Hagen. First, some key highlights of the Aas‑Jakobsen Group and the transaction. The Aas‑Jakobsen Group is a leading Norwegian engineering consultancy with a strong position, in particular, in Norwegian infrastructure, where they have about 85% of their business.
They do in-depth engineering work for mainly public roads, bridges, rail, and metro projects. They have almost as long a history as Norconsult, with 90 years of experience as an independent and employee-owned company. Last year, they had NOK 470 million net revenue, mainly from public customers. Their adjusted EBITDA was NOK 103 million, showing that they have very strong profitability, which has been consistent over a very large number of years. I'd like to add that this profitability, which those of you who are quick at math can see, is higher than Norconsult's average profitability. But it is actually quite similar to Norconsult's profitability for exactly the same type of services, because we do have some overlap in terms of our services. The group consists of 230 employees, mainly working out of offices in Oslo and Trondheim in the center of Norway.
The Aas‑Jakobsen Group is a company we know very well. They are a competitor of ours, but we have also cooperated on some of the most complex infrastructure projects we have participated in. A key example is the Oslo Airport at Gardermoen, where we joined forces on engineering. We were also the architects on that project. We also have the Ringeriksbanen, which was a project we worked on some years ago. The light rail in Bergen, which is called Bybanen. The most important ongoing project we both work on is the new government headquarters, Regjeringskvartalet, in Oslo. Then we have the upgrading and redesign of the Majorstuen metro station. The Aas‑Jakobsen Group and Norconsult fit very well together for the reasons which I have mentioned.
We have previously expressed that a key part of our strategy is to continue to strengthen our number one position in Norway. This clearly strengthens our number one position even further. It will increase our ability to deliver the largest and most complex infrastructure projects. As I mentioned before, we see two highly skilled organizations with a strong cultural match. Furthermore, the financial track record of the Aas‑Jakobsen Group, with strong growth and very strong EBITDA margins, makes this for us a very positive acquisition. Our CFO will talk more about the transaction, but some of the highlights are that we are paying an enterprise value of NOK 1.43 billion, which represents a multiplier of 13.9 times the adjusted EBITDA of last year. The final equity purchase price is subject to the normal customary net debt and working capital adjustments.
80% of the purchase price will be settled in cash, and 20% will be settled in Norconsult shares, which will be issued at the time of closing. We are partly paying the cash consideration by our own cash and partly by a new term loan facility. After the acquisition, Norconsult will, including the IFRS 16 lease obligations, have a net debt to EBITDA ratio of approximately 1. We will continue to have a very strong balance sheet. In terms of cost synergies, we estimate approximately NOK 25 million, mainly relating to office leases, to be fully phased in from 2028. This will be a gradual process, and we will plan the details together with the Aas‑Jakobsen Group when the transaction has closed. The closing is, of course, subject to approval from the Norwegian competition authorities, and we expect to have this in August this year.
And with that, I would like to give the word to Trond Hagen, CEO of the Aas‑Jakobsen Group, to tell you more about his excellent company.
Thank you, Egil. I would first like to say that I'm very pleased that our company now will be a part of the Norconsult Group. That strengthens the possibility for us to develop our company in the future. First, a bit about myself. I'm an engineer. I've worked in Aas‑Jakobsen since 1980. I worked as an engineer for 15-20 years, then I became the CEO in 1997, and I've been there since. So I know this company very well. I'm also the chairman of the two daughter companies, so I feel that I know the three companies very well. The Aas‑Jakobsen Group is a leading engineering consultancy focused on infrastructure. We also have a lot of activity within the building market. As Egil mentioned, Regjeringskvartalet is a large project that's going on at the moment, where we are responsible for all structural engineering.
The group consists of 230 persons, approximately 160 in Aas‑Jakobsen in Oslo, 30 in Geovita, and 40 in Trondheim. Geovita is a plain geotechnical geology company. Meanwhile, Aas‑Jakobsen Trondheim is much the same as ourselves. Our business areas are, as Egil said, infrastructure with a special focus on bridges. We have always worked a lot with bridges, and I'm very interested in bridges. So we do also some bridges abroad. At the moment, we are doing a large suspension bridge in Chile for Hyundai. A very exciting project. We also do some activity within the marine sector. That's mainly for Aker Kvaerner at the moment. We have had rather moderate growth during the last years. That's what we are choosing. We are choosing to not grow too much. We want to be able to take care of the people that we employee.
For us, as a company owned by the employees, it's important that we have a good bonus system and that we earn much money per employee. That's equally important as how much we earn in the company. We have managed to have a good EBITDA. I think the main reason for that is that we follow the market very closely. We try to go in those parts of the market where the rates are higher. That's mainly complex projects where you need high technical skill. Then there will not be that hard competition about rates. We managed to get slightly higher rates than the mean rate among our competitors. In addition, we have a rather lean organization, which means that we can have few people who are not working on projects.
Some of the projects we are working with, we have already mentioned the government headquarters, which is a very large project. I will also show you the bridge in Drammen, which in fact was two bridges beside each other, which you have a shell below, so it should look like one bridge. That bridge is going through the city. I'm sure we never made a bridge like that today, but this is some years ago. Other important projects are Kvitsøy, Damåsen, Venjar-Langset . This is more ordinary infrastructure project. The E18 Bjørvikaprosjekt project is perhaps the largest we have ever had. That's a project from Lysaker Southwest, which I'm sure you all have been driving to and seen a lot of activity. In Trondheim, we have this special timber construction, which is for us a very important part of the market. Yes, that was what I had. Thank you.
Thank you, Trond. As Trond just showed us, Aas‑Jakobsen Group has a very strong financial record. They have had an average annual growth rate of net revenue of 5% since 2014. In the same period, they also had very strong margins, stable, above 20%. These strong financials also improve our key financial metrics. These are 2024 figures, showing the combined from left, we will increase our FTEs with 4%. Our net revenue, the combined net revenue, will increase by 5%, while the EBITDA will increase by NOK 103 million, an increase of 12%. Due to the strong profitability of Aas‑Jakobsen Group, there will also be accretive on our margins of 0.6 percentage points, meaning the combined EBITDA margin for 2024 from 9.6% - 10.2%. In terms of synergies, we expect NOK 25 million in cost saving, fully phased in from 2028.
The saving is mainly related to co-location. As Egil mentioned, the integration process will be in close cooperation with the Aas‑Jakobsen team, focused on the units, disciplines, and also a group of employees to succeed. Estimated integration cost, NOK 10 million, mainly distributed between 2026 and 2027. That is related to IT integration and also co-location. The transaction will be financed as a combination of shares, cash, and also bank debt. We will have a five-year committed term loan with quarterly installments of NOK 40 million, starting from first quarter 2026. The combined proforma leverage as per Q1 2025 is approximately 1. In terms of the equity price, that will be higher than the enterprise value as the company is cash positive. 20% of the consideration will be through shares, issued at closing, and the share price reference will be a five-day VWAP prior to closing.
Norconsult has a long track record with good cash flow from operations, so has also Aas‑Jakobsen. Our leverage is still, and that is the proforma leverage, at approximately 1.0 at quarter one this year, is still on a conservative level and far below our target, meaning that we will be able to continue with our M&A strategy and also dividend payments according to our dividend policy. And with that, Egil, I leave the word to you to give some concluding remarks.
Thank you, Dag. Well, as you have heard, we are extremely happy and optimistic with this combination of what we think are two excellent companies. The transaction will strengthen our infrastructure capacity and competence in our core market in Norway, but it will also open up opportunities for further growth in other markets, for example, large bridges. The Aas‑Jakobsen Group has a solid financial track record and profitable growth, which means that it will fit very well into the goals which we previously have communicated to the financial market and which we have also delivered upon. This is an example of acquisitive growth. It's the largest acquisition we have done in Norconsult to date.
We will still continue with a strong organic growth, but as we have expressed previously, having a strong balance sheet will enable us to do these kinds of acquisitions when the opportunity is there, because our ambition remains to become a top three player in the Nordics. Thank you very much. With that, we would like to open up for questions. We will start with taking questions in the audience here in Oslo, and then we will continue with questions online. I welcome Trond and Dag on the stage together with me. Yes, Martine, I think you were the first one. I'll wait for the microphone. Yes.
Yes, Martine here from Nordea. I was just wondering about the timing on the realized synergies. Like, what is the time horizon? I assume that you can for shared office location, that can go quite fast, and then for when it comes to project planning, it will take some more time.
Dag, would you like to comment on that?
The synergies, as we said, are estimated to NOK 25 million, and that is mainly co-location, meaning that we have rent contracts lasting for that period. So it will be a gradual phase in with full effect from 2028.
Good. I was also wondering if you could say something about the overall billing ratio level. Is it that you have larger projects, or yeah, if you can say something about the overall billing ratio.
Trond, would you like to say something about that factorization graph?
I think we will still manage to have the same billing rate as we have now. I think we can manage to increase it when we become a part of a larger system. The time we use, which is not a billing rate, which we will not bill, is administrative ourselves, and we can reduce that part. So it should be possible to increase the billing rate for our group when we become a part of a larger company. If I may add to that, if you look at similar departments in Norconsult, we have the same, more or less same billing ratio as Aas‑Jakobsen Group. In total, that will be accretive to our billing ratio for the total group.
You will kind of integrate it into the overall group, and what will you do with the Aas- Jakobsen brand name? Because I suppose that is a quite known name when it comes to winning projects.
The Aas‑Jakobsen brand name is very well established, as you say. It is not something we have made a decision on at this point in time. Many details when it comes to the integration process, we will discuss together with Aas‑Jakobsen to find out what is the best way to move forward.
Good. Okay, I can send.
Bengt Jonassen, ABG. Some questions about the financing. Will you use your own shares that you own, the 7 million shares, or will you print new shares? That's the first question. Second question is the interest rate on the loan. The final question would be future amortization. Have you allocated the purchasing price yet? So you have an indication about the amortization level.
I think we can continue afterwards, but if there are too many, then we will lose track. So I think Dag should get an opportunity to answer the first questions.
On the financing and the shares, we will print new shares. We will keep the treasury shares for employee employment program and the existing shares so far and maybe small bolt-ons. Interest rate, we haven't officially said that in our statement, but that is NIBOR plus 170 basis points. It's a grid, but we are on the lower end since we have low leverage. The last question, I missed it already. The last one was
Amortization, have you allocated the purchase price?
No, we haven't allocated it, but I guess it will be between 10% to a small percentage of the total equity value.
Maybe one question for Trond Hagen. How do you look at your trading environment in 2025 compared to previous year? How do you look at your future growth opportunities as a company?
2025 will be a good year for us. We see that we have one big project already, so we think we will get better activity in 2025 than in 2024. 2024 was a little less than 2023, so we believe that we are back in 2023 approximately. For the future, we look, I think it's rather positive. What is the main reason to go together with Norconsult? It is that we want to have the possibility to go more heavily into other markets than infrastructure and building, and to go with Norconsult makes that much more easy and possible for us. I think we have a good chance to have larger growth in the company in the future years than we had the last three years.
Maybe the final question would be any regulatory risk from your perspective?
We see that as a very small risk. We need to file it, but we don't see any risk related to it. I think it's a question over there.
Ulf Lehne, Bullund Credit. Can I ask you about the very high EBITDA margin in Aas‑Jakobsen? Why is it that high? It's very high for a consultant company. And is it sustainable going forward?
I tried to say something about it. The income of a company like ourselves is rather easy. It's a number of hours that you can invoice, and it's the rate you get. So we have a lean structure. We have a very high amount that we can invoice, and we have managed to get higher rates than our competitors. So that's the reason why we have such a good EBITDA. The salary in Aas‑Jakobsen is absolutely at market level and perhaps a bit higher also. So the case is not that we have had a low salary since we are employee-owned and couldn't take out dividend instead. We mean that this is a market-based salary, and we have this EBITDA in the way we are running the company.
I would like to add that we are at the moment working rather a lot for the public agent or public client, road authorities, Bane NOR, etc. The reason for that is that we have a long-time contract we are running. We didn't want to break those contracts because there was a change in the market from doing ordinary contracts for the public clients. Now it's turned to projects. So we will do more turnkey projects in the future, and it's a better rate in the turnkey projects than the projects for the public clients. So we have an opportunity in the future to increase the rate and EBITDA even more than we have shown you now.
And also, is it possible to say anything about market share within your very specific area?
No. Sorry, of course it's possible, but I don't have that number. What I'm sure about is that we have been very heavy in the infrastructure market for a long time. We saw that at the end of 2018-2019, it was an increase in the market, and we realized that it was not possible for us to keep our share. So we have reduced our share for the last five years, and now the market is more stable, perhaps flat or even a bit down. I think it's easy for us to increase the share in that market. We are not a large company, so we do not need many projects, but we need the right project, and that is possible for us to achieve.
Thank you. Magnus Rasmussen, SEB. What feedback have you gotten so far from your employees in terms of joining Norconsult? And do you think that they would prefer to work under the Aas‑Jakobsen name within Norconsult or be fully integrated?
Well, it's very easy to answer what they prefer. That's to work with Aas-Jakobsen's name. But I think everybody realizes that there is a need for a change. If I can spend a few words on this, we had the process starting approximately one year ago or one and a half years ago. Many of the younger people in our company didn't understand why do you have to do anything at all. We have a lot of projects. We earn a lot of money. Can't we just go on? And it was our opinion that it will not be the same in the future as it has been. There is a change in the market, and we have to change ourselves.
We had a discussion going for this period involving all the employees, trying to explain, ask them to come up with alternatives, and think everybody has accepted that the best for us now is to be a part of a larger company. Then we could go to several of the Norwegian large companies. I'm sure several of them would be interested in buying us. Norconsult is a company that we know very well. We have worked a lot together with them. We see that they have the same way of working, it will be very easy to go together with them and get an integration with them. I hope that people will accept that this is a good solution. Since we are an employee-owned company, we had this voting yesterday for or against Norconsult, and almost everybody was in favor of voting for Norconsult.
I think that's a sign that they have accepted that that is a good solution for our company.
Thank you. One question to Dag, if I may. The figures that you've shown from Aas‑Jakobsen are in GAAP. Can you just comment on whether it would be a big change both to EBITDA and to the EV, turning that into IFRS?
The major change will be, or the change will be the lease rentals. They are not significant in this company, but so it will change slightly on the debt side, but not major, and maybe on some interest, EBITDA, but very small figures.
Yeah, so it doesn't make any significant change to the multiple.
No.
Thank you. It seems as if there are no more questions here physically in also and then online, Christian. Have we got some questions there?
You're listening to Christian Aasland in Norconsult Investor Relations. Yes, Egil, we do. Handelsbanken have a few questions for the panel. First of all, how could Norconsult help to lift Aas‑Jakobsen's growth journey? And what is your view on the long-term margin for Jakobsen? Will growth or margin be prioritized?
Yeah, I think, Trond, that at least the first part of that question is to you. Maybe you partly answered it already, but would you like to add something about how we can?
I can add something. We are in a position where it's rather easy for us to employ people. We have a good position among the students. We mainly employ directly from the school. It's also easy to employ younger people who want to have a new place to work, so we can grow more than we have done the last years, getting very clever people. We can go into other markets than the infrastructure market, and in that way, have enough to do for all the people we can employ. So I feel it's possible for us to grow quicker than we have done the last year. As I mentioned, it's a bit special to have an employee-owned company. Then it's very much focused on bonus and dividend. Now it is much more focused on the bottom line. What do we earn totally? That should push faster growth than we had so far.
Should growth or margin, and will growth or margin be prioritized?
I think there is only one correct answer to that question, and that is both. Our targets, as you know, are both about growth and profitability. That means that profitable growth will be the focus also for the activity in Aas‑Jakobsen now becoming part of our Norconsult group.
Second question. Do you see any Opex synergies apart from colocation?
The main synergies is colocation. That is the NOK 25 million.
Yeah, I think the short answer to that question is no, because Aas‑Jakobsen has done a very good job at being slim when it comes to support staff. We don't expect other major synergies.
Third question. Main reason why EBITDA was flat, slightly down in 2024? You were alluding to it, Trond.
Yes, I can explain that. We are a rather small company, and we compete for large projects. In 2023, we competed for two large projects. That was the Hammersborg Tunnel, which I guess you know here in Oslo, and it's a large project in Kristiansand, called Gartnerløkka. We were together with AF in Kristiansand and Skanska in Oslo. None of them won that job. That means that we have a bit less to do. That means we have a bit less income in 2024, and also less volume in the total turnkey market, which is lower. We then have to put people out to the public client project, which gives a bit less income. In addition, we have let the organization take part in the discussion about the future ownership. It's important for us that we involve the employees.
They feel that they have the opportunity to say their opinion, take part in the discussion, and find out what is best for our company. We have let that discussion go all 2024, and we started the process of finding a new owner in February 2025. That also reduced the number of hours we could invoice in 2024.
Perfect. Final question. Paid multiple quite high, but still accretive. Is this a representative multiple in the private market in the Nordics today, or is this at the high end of the scale?
Dag, would you like to comment?
I will say this is in the high end. This is a really quality company. So this is on the high end. You can see the environment for M&As is the smaller companies shall have a much slower multiple, while this is a really quality company, and then it's in the high end.
That concludes our online questions.
Very good. Thank you, Christian. I don't see any additional questions here in the Oslo audience. So then I would like to thank all of you who have joined us today. I look forward to reporting back to you during our quarterly results after the second quarter. Hopefully we have the final approval, and we'll have closed this transaction. Thank you very much.