- Amper’s Board of Directors has approved the acquisition of 100% of the share capital of Navacel Process Industries, S.A., a leading Spanish company in the manufacture of high quality complex metal structures, mainly for offshore platforms for the offshore wind industry.
- This operation will provide Amper with facilities, technical and professional capabilities and products complementary to those of WindWaves (formerly Nervión Naval Offshore), reinforcing one of the company’s strategic business areas.
- The payment will be made 50% in cash, and 50% through the issue of shares at 0.15 euros per share to be subscribed by the sellers (Navacel Sociedad de Cartera, S.L., Media Ducia Industrial Invest, S.L., and CNC, S.A.), which will represent approximately 5% of Amper’s share capital, which will entitle them to propose a proprietary director to the Board of Directors of the listed company.
Madrid, 13 December 2024-.The Board of Directors of Amper has approved the acquisition of Navacel, to boost its presence and leadership as a manufacturer of platforms for offshore wind energy farms (Offshore Wind). Navacel has capacities for the production of large parts and structures, with a concession in the port of Bilbao and direct access to the Cantabrian Sea, with a turnover of 26.6 M€ and an EBITDA of 4.6 M€ in 2023.
Navacel’s results are very positive in a sector with great opportunities, projecting an estimated year-on-year revenue growth of 21% in the coming years.
Both companies identify relevant synergies by combining their complementary capabilities, access to international customers, and the facilities and geographic location where they carry out their work:
– Commercial synergies, allowing Navacel and WindWaves to access integration contracts they could not currently offer, which will generate additional business for both companies’ bottom lines. The transaction will also position the resulting business in relevant markets such as the US and Scandinavia, among others, contributing to the globalisation of its value proposition.
– Operational synergies, estimated to capture savings of more than €2.1m per year.
The purchase price of the company is set at approximately €23.8 million and would be paid in the form of €12 million in cash and the remaining €11.8 million would be paid through the issue of new Amper shares, to be subscribed by the sellers (Navacel Sociedad de Cartera, S.L., Media Ducia Industrial Invest, S.L., and CNC, S.A.). The new Amper shares to be issued as consideration, which would represent approximately 5% of the Company’s share capital after this capital increase, would be issued at a price of 0.15 euros per share (i.e. 0.05 euros par value and 0.10 euros share premium). In addition, the sellers will have the right to propose to the General Assembly of the Company the appointment, if appropriate, of a proprietary director.
The acquisition is subject to the approval, if applicable, of the aforementioned increase in Amper’s share capital by the General Shareholders’ Meeting, which will be convened after the signing of the sale and purchase agreement with the sellers.
This transaction has been advised by JB Capital as financial advisor, and by Cuatrecasas and Roca Junyent as legal advisors.
The transaction is aligned with the company’s inorganic growth strategy, which establishes this partial share-based payment model that allows the ownership of the acquired companies to be incorporated into the common project of the Amper Group, generating a solid and committed industrial base.
Navacel has a highly qualified, expert and professional team. Its integration into Amper is a great opportunity for Navacel and its employees, as it becomes part of a large listed company whose strategy is committed to the growth and consolidation of its Energy and Sustainability Business Unit.
With this acquisition, the Amper Group continues to fulfil its Strategic and Transformation Plan for the period 2023-2026, which includes both organic growth of the company in its two business units – Defence, Security and Communications; and Energy and Sustainability, and inorganic growth through acquisitions of companies that strengthen its strategic capabilities in both business segments.
About Navacel
Navacel is a company with 50 years’ experience, specialising in the manufacture of large and complex structures for the Offshore Oil & Gas and Offshore Wind sectors. Recognised for its international approach, Navacel stands out for its technical capacity, operational excellence and commitment to providing innovative, high-quality solutions in projects with a global scope.
More information at www.navacel.com
About the Amper Group
Amper is a Spanish business group with almost 70 years of history, of which more than 35 have been listed on the Spanish continuous market; it has a team of 3,800 professionals and a significant international presence in more than 20 countries; and it is a leader in technological, strategic industrial and engineering capabilities for the Defence, Security and Communications, and Energy and Sustainability markets.