Inin Group AS has today signed a term sheet to acquire a 70 percent ownership in TW Gruppen AS. TW Gruppen is a leading specialist within environmentally friendly mass handling, transport and recycling. With this acquisition, Inin Group establishes mass handling and recycling as its fourth investment platform.
TW Gruppen has invested approximately NOK 120 million in a mass recycling site at Disenå outside Oslo. This facility will become fully operational during the second quarter of 2023. This mass recycling facility is one of only two in Eastern Norway.
TW Gruppen expects a revenue of NOK 205 million and an EBIT of NOK 36 million in 2023, and expects this to increase to NOK 270 million in revenue and EBIT of NOK 65 million in 2024.
“Norway is currently worst in class when it comes to recycling and reuse of bulk materials such as sand, gravel, clay, cement and stone. However, Norwegian authorities are increasingly putting pressure on developers to reuse recycled bulk materials, so we expect this market to grow significantly in the coming decades. TW Gruppen, with its ultra-modern mass handling, material cleaning and recycling site at Disenå, and supporting infrastructure in the Oslo region, is perfectly placed to capitalise on this growth trend,” says Øivind Horpestad, CEO of Inin Group.
According to Geological Survey of Norway, Norway reuses approximately 55 percent of surplus bulk materials, while in Holland, the equivalent figure is 99.8 percent.
“Today, there is an increasing demand for reuse of recycled masses, with only one existing supplier in Eastern Norway. We are in the final stages of commissioning of our recycling facility delivered by CDE Group, a leading manufacturer of mass water recycling facilities. The Norwegian public sector will increasingly demand reuse of recycled masses and the construction industry will have to accommodate this,” says Tom Wilhelmsen, CEO of TW Gruppen AS.
ABOUT TW GRUPPEN
The parent company TW Gruppen AS was established in 2012 and today consists of four subsidiary companies:
- Massebalanse Oslo AS: Reception point for mass handling at Haraldrud in Oslo. From here the polluted masses are transported to the Disenå site for cleaning and recycling (see point 2 below). Massebalanse Oslo also sells masses to construction projects.
- Massebalanse Norge AS: Receives, cleans and recycles the polluted masses at the indoor cleaning facility at Disenå, located approximately 60 kilometres north-east of Oslo. The recycled and clean masses are sold to construction projects.
- Tom Wilhelmsen AS: Transport company with a fleet of 33 trucks, currently undergoing a environmentally driven renewal where fossil fuelled trucks are replaced with fully electric trucks
- TWI Eiendom AS: Owns the land area and property at the Disenå mass recycling site.
The mass recycling site at Disenå is currently running its first tests, at 10 tons per day. The facility is capable of recycling and reusing up to 80 percent of the excavated materials it receives. The site has a license to produce 350,000 tons per year. To put this figure into perspective: A transport truck with a load capacity of 10 cubic meters can carry approximately 14 tons of masses, while the larger electrical semis can carry as much as 30 tons and has a battery capacity of 540KW.
TRANSACTION DETAILS
According to the term sheet, Inin Group AS will acquire 70 percent of the shares in TW Gruppen and 51 percent of the shares in TWI Eiendom AS. Inin Group will have an option to acquire the remaining 30 percent of the shares in TW Gruppen. The transaction is subject to customary closing conditions, satisfactory due diligence, and final transaction documentation.
The initial consideration will consist of NOK 20 million in Inin Group shares valued at NOK 2.80 per share and NOK 10 million in cash at the time of closing and another NOK 5 million in September 2023. The secondary consideration is based on an earn-out model based on 6 x average EBIT in TW Gruppen AS for 2023, 2024 and 2025, with annual settlements to be settled 60 percent in cash and 40 percent in Inin Group shares. Inin Group has a solid balance sheet and does not need to raise funds to finance the cash portion of the consideration.
The share-based part of the total consideration will be settled partly in treasury shares already held by Inin Group, bought in the market through the announced buyback program, and partly through issuance of new shares in Inin Group in accordance with the authorization granted at the company’s annual general meeting on 29 June 2022.
The final share purchase agreement is expected to be signed during the second quarter of 2023.
