Dovre Group sells its Project Personnel and Norwegian consulting businesses to NYAB AB

Dovre Group Plc        Stock Exchange Release - Inside information        November 20, 2024, at 10 p.m.

Dovre Group sells its Project Personnel and Norwegian consulting businesses to NYAB AB

According to a conditional agreement signed on November 20, 2024, Dovre Group Plc (Dovre) sells its entire Project Personnel (PP) business and Norwegian Consulting business to Swedish NYAB AB for an estimated 34 MEUR in cash consideration. Closing of the transaction is expected to take place on or around 2 January 2025.

The sold entities in the Project Personnel business will consist of all entities comprising Dovre's Project Personnel business globally, that is Dovre Group Energy AS (Norway), Dovre Canada Ltd, Dovre Group Inc. (USA), Dovre Group (Singapore) Pte Ltd, Dovre Asia Pte Ltd (Singapore) and Dovre Group Korea Ltd. Also, Dovre Group's Project Personnel in the EMEA region including PP consultants in Finland will be transferred. Dovre Group Consulting AS (Norway) is also included in the transaction.

Key figures of the sold businesses

The entities included in the transaction employed 604 people at the end of Q3 2024.

Purchase Price

The total consideration is estimated to be approximately 34 MEUR. This is based on a preliminary enterprise value determined as the estimated FY2024 EBIT of the sold businesses (4.3 MEUR) multiplied by 7 plus compensation for estimated net cash and adjustment for the estimated working capital position as of 31 December 2024. Of the preliminary purchase price payable on closing, Dovre Group will receive 80% in cash, while 20% will be deposited to an escrow account as security for the buyer's benefit to satisfy any potential repayment obligation of Dovre Group in respect of the final purchase price. The final purchase price will be determined after closing based on actual adjusted EBIT for the financial year 2024 and actual net cash and net working capital positions as of 31 December 2024.

Effects of the contemplated transaction on Dovre Group's business

The entities included in the transaction have constituted over 50% of Dovre's turnover. As a result of the transaction, the group's operative cashflow can be expected to be considerably lower during the financial year 2025. The retained operations consist mainly of large renewable energy projects, which by nature will increase the fluctuation in Dovre's revenues and cash flows.

“NYAB is the perfect buyer for our Consulting and Project Personnel Businesses. It is both an excellent strategic, cultural and geographical match and will ensure future growth and profitability for the entities as part of NYAB. At the same time the transaction supports Dovre Group in our strategic endeavors streamlining our business around Green Energy“, says Svein Stavelin, Chairman of the Board of Directors of Dovre Group.

Dovre revises its guidance for 2024. To deconsolidate the sold businesses, the revised outlook comprises the retained business only. According to the outlook issued on November 20, 2024, Dovre Group's net sales in 2024 were expected to be in the range of 210 to 220 MEUR and the operating profit (EBIT) was expected to be between -1,5 and -2,0 MEUR, comprising both the sold and retained business. According to the revised outlook for the retained business, Dovre Group's net sales in 2024 are expected to be in the range of 88-93 MEUR and the operating profit (EBIT) is expected to be between -5 and -6 MEUR. The transaction does not impact the group's financials in 2024 but will be fully booked in 2025.

The Board of Directors of Dovre support the transaction, since it allows the company to reposition itself in the marketplace strategically including new business focus and monetary assets to implement it. Dovre will initiate its strategy work for the future direction of the company without delay after completion date. The specific uses of the proceeds will be determined upon finalization of the strategy of the company and may include investments and/or payment of dividend to shareholders.

The estimated transaction costs amount to EUR 400,000 in total.

Timing and completion conditions of the contemplated transaction

The completion of the transaction is planned to take place on or around January 2, 2025, and is subject to the approval and authorization by the Extraordinary General Meeting of Dovre Group Plc on a date to be announced with an invitation as a separate stock exchange release. In addition, the completion of the transaction is subject to other customary closing conditions.

Dovre's Advisors

Dovre's financial advisor in connection with the transaction was Aalto Capital Norway. The lead legal counsel for Dovre was Waselius Attorneys Ltd in Finland, with Advokatfirmaet Simonsen Vogt Wiig AS acting as legal counsel concerning local Norwegian matters. Dovre's Chairman of the Board of Directors, Svein Stavelin, is Managing Partner at Aalto Capital Norway.

For further information, please contact:

Svein Stavelin, Chairman of the Board of Directors
Tel. +47 900 64 361
[email protected]

Arve Jensen, CEO
Tel. +47 906 07 811
[email protected]

Ilari Koskelo, Vice Chairman of the Board of Directors
Tel. +358 40 510 8408
[email protected]

Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group's net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group's parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com

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