Dovre Group Plc Stock Exchange Statement – Insider information 20 November 2024, 22:00

Dovre Group sells Project Staff and Norwegian consulting business to NYAB AB

Under the conditional agreement signed on 20 November 2024, Dovre Group Plc (Dovre) is selling its entire Project Personnel (PP) business and Norwegian Consulting business to Sweden’s NYAB AB for an estimated cash consideration of 34 MEUR. The closing of the transaction is expected to occur on or about January 2, 2025.

The entities sold in the Project Staffing business will consist of all entities comprising Dovre’s Project Staffing business globally: 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. Project Staff from the EMEA region, including Dovre Group’s PP consultants in Finland, will also be transferred. Dovre Group Consulting AS (Norway) is also involved in the transaction.

Key figures of businesses sold

At the end of the 3rd quarter of 2024, 604 people were employed in the organizations involved in the transaction.

Purchase Price

The total cost is estimated to be around 34 million euros. This is based on the preliminary operating value determined as the estimated FY 2024 EBIT of the businesses sold (MEUR 4.3) multiplied by 7 plus the estimated net cash compensation and estimated working capital position adjustment as of December 31, 2024. 80% of the amount due at Closing from the pre-purchase price will be given to Dovre Group in cash, while 20% will be deposited in an escrow account as collateral for the buyer to cover any potential. Dovre Group’s obligation to repay the final purchase price. The final purchase price will be determined, after closing, based on actual adjusted EBIT for fiscal 2024 and actual net cash and net working capital positions as of December 31, 2024.

Effects of the contemplated transaction on Dovre Group’s activities

The entities involved in the transaction accounted for more than 50% of Dovre’s turnover. As a result of the transaction, the group’s operating cash flow can be expected to be substantially lower through financial year 2025. The retained operations consist mostly of large renewable energy projects, which will inherently increase volatility in Dovre’s revenues and cash flows.

“NYAB is the perfect buyer for our Consulting and Project Staffing Businesses. It is an excellent strategic, cultural and geographic fit and will deliver future growth and profitability for the organizations that are part of NYAB. At the same time, this transaction supports Dovre Group. Dovre “It is our strategic efforts around Green Energy that make our work easier,” says Svein Stavelin, Group Chairman of the Board of Directors.

Dovre revised its guidance for 2024. To exclude sold businesses from consolidation, the revised outlook covers only retained businesses. According to the outlook published on November 20, 2024, Dovre Group’s net sales in 2024 were expected to be in the range of 210 to 220 MEUR, and operating profit (EBIT) was expected to be in the range of -1.5 to -2.0. MEUR includes both sold and retained business. According to the revised outlook for retained business, Dovre Group’s net sales in 2024 are expected to be in the range of 88-93 million euros, and operating profit (EBIT) is expected to be between -5 and -6 million euros. The transaction will not affect the group’s financial position in 2024, but will be fully charged in 2025.

Dovre’s Board of Directors supports this transaction as it allows the company to strategically reposition itself in the market, including its new business focus and the monetary assets to implement it. Dovre will initiate strategy work on the future direction of the company without delay after the completion date. Specific uses of proceeds will be determined by finalizing the company’s strategy and may include investments and/or paying dividends to shareholders.

The total estimated transaction cost is €400,000.

Timing and completion conditions of the contemplated transaction

Completion of the transaction is planned to occur on or about January 2, 2025 and is subject to the approval and authorization of Dovre Group Plc’s Extraordinary General Meeting on a date to be announced by invitation as a separate stock exchange announcement. . In addition, completion of the transaction is subject to other customary closing conditions.

Dovre’s Advisors

Dovre’s financial advisor on the transaction was Aalto Capital Norway. Dovre’s general counsel was Waselius Attorneys Ltd in Finland, with Advokatfirmaet Simonsen Vogt Wiig AS acting as legal counsel on Norwegian domestic matters. Svein Stavelin, Chairman of Dovre, is Managing Partner of Aalto Capital Norway.

For more information please contact:

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

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

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

Dovre Group It is a trusted global provider of project management services with locations in Canada, Finland, Norway, Singapore, Sweden and the United States. Our professionals carry out assignments all over the world. The group’s net sales in 2023 were 196.7 million Euros and its operating result was 7.4 million Euros. The group’s parent company, Dovre Group Plc, is headquartered in Finland and listed on Nasdaq Helsinki (symbol DOV1V). Dovre takes an active role in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com

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