Hampidjan is pleased to announce the acquisition of all shares in the Norwegian company Mørenot AS. The company provides services and sells products to companies in fisheries, aquaculture, and offshore industries.
The purchase price will mostly be paid with shares in Hampidjan. The current owners of Mørenot will receive 50.981.049 shares in Hampidjan at a calculated price of ISK 112 per share. Representing a premium to the last closing price of 20,4%.
It is planned to increase Hampidjan's share capital. Accordingly and following such issuance the sellers' share will represent 9,4% of Hampidjan's total share capital. Around NOK 14,0 m (1,4 EUR m) will be paid in cash to the sellers.
Mørenot's net interest-bearing debts amount to NOK 694,4 m (67,1 EUR m). Taking into account the share price of Hampidjan at ISK 112 per share, the enterprise value amounts to NOK 1.100 m. Corresponding to EUR 106,2 m, implying an EV/EBITDA 2021 multiple of 8,9x pre synergies for IFRS EBITDA.
The signing of the purchase agreement follows an extensive due diligence process that has now been completed. The purchase agreement is subject to the approval of competition authorities in Iceland, Greenland, and the Faroe Islands.
Also, the purchase agreement is subject to the approval of a shareholders meeting of Hampidjan to authorize the Board of Directors to issue new shares. As payment of the purchase price, that current shareholders of Hampidjan forfeit their preemptive rights to the new shares.
Mørenot's turnover in 2021 amounted to 129 mEUR and EBITDA amounted to 10 mEUR. Mørenot's financial statements are prepared in accordance with Norwegian accounting standards (NGAAP), while Hampidjan uses international accounting standards (IFRS).
Mørenot and Hampidjan are similar companies in several aspects. Both companies manufacture, sell and service fishing gear and equipment for fish farming. As well as producing high-performance ropes for the oil industry and offshore wind turbine installations. However, the product range is different, and the companies complement each other in several areas.
The consolidation of Hampidjan and Mørenot will enable significant synergy potential. Due to increased product availability, optimization of production, integration, and a stronger position within core markets.
In the field of fishing gear, both companies are leaders in the design and production of bottom trawls. Mørenot has not offered pelagic trawls, whereas Hampidjan is a leader in offering Gloría and Helix pelagic trawls.
Regarding the acquisition, Hjörtur Erlendsson, CEO of Hampidjan stated: "Mørenot is a company that we have long seen as a suitable addition to the Hampidjan group. As both geographical distribution and product offering fit well together. The companies have significant potential to support each other in a variety of areas."
"We are happy to welcome the current owners of Mørenot to our shareholder group. Also, to have the opportunity to further strengthen the shareholder base when we move the company from First North to the Main Market of Nasdaq Iceland," he added.
On the other hand, Espen Asheim, Chairman of Mørenot, confirmed: "Over the last years we have seen clear trends of increased professionalization. Growing need for economies of scale, sustainability, and digitalization in our industry. Mørenot has therefore been focusing on improving our operational efficiency and building structure capital in parallel with participating in various market consolidation discussions. The combination of the two companies is a strong one, and we could not have found a better match. We look forward to being a part of this great joint unit."
More than half of Mørenot's turnover is related to fish farming in Norway, the Shetland Islands, Scotland, and Spain. About 15% of Hampidjan sales are also related to fish farming in the same areas, as well as in Ireland and Iceland. Both companies produce their nets for fish farm cages and operate large net workshops in Lithuania where the cages are manufactured.
Mørenot has developed a patented connection between cages called Flexilink. It has also developed floating rings for the cages made of light plastics. The potential for synergy is therefore considered in this area, and it will be possible to advance further in this growth market based on the strong foundation that exists in both companies.
Increased geographic footprint will allow the companies to cross-sell products in their respective market areas. Hampidjan has operations in 15 countries around the world and Mørenot has operations in 8 countries, including three areas where Hampidjan does not have its own operations. In some regions, it would be suitable to combine operations under one roof, but in other regions, it will be possible to offer a greater breadth of product range.
Hampidjan's turnover has originated from a diverse portfolio of countries in recent years and only about 15% stems from sales to Icelandic companies. Following the merger, around 10% of the group's income will come from sales to Icelandic entities. The group's largest market will be Norway with around 32% of revenues, and 10 countries will have a revenue share of 3-10% each.
Hampidjan currently employs 1,250 individuals and Mørenot approx. 750, as such the combined company will employ around 2,000 people in 18 countries.
