NRC Group — M&A Activity 2015

Jun 22, 2015

NRC Group ASA has signed agreements to acquire Litz Entreprenad AB and Elektrobyggnad Sverige AB

NRC Group ASA has signed agreements to acquire Litz Entreprenad AB and Elektrobyggnad Sverige AB

NRC Group ASA ("NRC") has agreed to acquire Litz

Entreprenad AB and its subsidiarie Litz Installasjon

AB ("Litz"), and Elektrobyggnad Sverige AB

("Elektrobyggnad")(the "Transactions"). Litz and

Elektrobyggnad will be organised as subsidiaries of

Svensk Järnvägsteknik AB ("SJT"), NRC's Swedish

company.

Litz is a rail certified specialists in all railway-

related electric services such as signal and contact

line - Catenary. The company has a strong position

in the eastern region of Sweden, where about 30-40%

of its turnover is as subcontractor to SJT. Litz had

an order book as of 30 April 2015 of approximately

SEK 50 million.

Elektrobyggnad is one of Sweden's largest

specialized businesses within rail contact line, and

is a major supplier within railway to major

companies. Elektrobyggnad enjoys a strong market

position in the western region of Sweden. About 35%

of its turnover is as subcontractor to SJT.

Elektrobyggnad has an order book as of 30 April 2015

of SEK 74 million.

The two companies will complement NRC's Swedish

subsidiary SJT, which specializes in track and

project management. SJT will after the transaction

be a turnkey supplier and strengthen both its

competitiveness and ability to deliver full-scale

projects based on in-house competence. The

acquisitions will enable SJT to take on

substantially larger projects and in addition, SJT

as a turnkey supplier is now in the position to

undertake a whole array of maintenance contracts.

NRC expects that the acquisitions will contribute to

strong growth in 2016.

The Transactions will be settled with cash and new

shares in NRC. Litz' shareholders will in the

Transactions receive 844,444 new shares based on a

SEK/NOK exchange ratio of 0.95 and a cash

consideration of SEK 16 million. Elektrobyggnad's

shareholders will receive 786,207 new shares based

on the said SEK/NOK exchange ratio shares in NRC and

a cash consideration of SEK 11 million. The final

number of shares will be determined based on the

actual SEK/NOK exchange ratio used at closing.

Both agreements are subject to due diligence,

completion of final transaction documents and final

approval by the board of directors of NRC.

For further information, please contact: Trygve

Bruland, Chairman of the board of NRC Group ASA, +47

41146000