NRC Group — M&A Activity 2015

Apr 23, 2015

Blom ASA to combine its business with Team Bane AS

Blom ASA to combine its business with Team Bane AS

Oslo, 23 April 2015 - Blom ASA ("Blom") has entered into

an agreement to combine its business with Team Bane AS

("Team Bane") (the "Transaction"). Team Bane is a leading

contractor within railway infrastructure in Norway. Team

Bane operates within all fields related to subways,

tramways and railroads and is a fully integrated

contractor within development and maintenance. Team Bane

delivered revenues in 2014 of NOK 323 million and EBITDA

of NOK 20 million.

The markets for geospatial information and infrastructure

construction, and in particular the railway segment, are

expected to grow significantly over the coming years. In

June 2013, the Norwegian Parliament approved a NOK 173

billion national transportation plan for the Norwegian

railway for the 2014 - 2023 period.

According to Blom's financial budget for 2015, close to 28

per cent of Blom's revenues is expected to originate from

the Infrastructure segment in 2015, up from 20 per cent in

2014, making it the fastest growing segment in Blom. Blom

has a strong track-record from railway projects in the UK,

but Blom has not equally succeeded in the Scandinavian

railway markets. Team Bane has firm and long-term

established client relationships, all required

certifications, track-record and construction capabilities

in Norway within the railway sector, and thus brings a

platform for successfully distributing Blom's offerings

into the Norwegian market. Blom and Team Bane has also

identified and is in dialogue with additional targets in

the sector to complement Blom and Team Bane.

In aggregate Blom and Team Bane delivered unaudited

combined revenues in 2014 of NOK 557 million and EBITDA of

NOK 35 million. Following completion of the Transaction,

the balance sheet of Blom will be strong with zero net

interest bearing debt.

The Transaction will be completed as a share transaction

with an exchange ratio of 50-50, where Blom as the

acquiring entity will issue new shares to the shareholders

of Team Bane (through acquisition of the holding company

of Team Bane). Following completion of the Transaction,

the current shareholders of Blom and Team Bane will each

hold 50 per cent of the total number of outstanding shares

in Blom.

Completion of the Transaction is subject to approval from

the general meeting in Blom, scheduled to be held on 28

May 2015. Shareholders holding ca 74 per cent of the

issued shares in Blom have irrevocably committed to vote

in favor of the Transaction. The new shares to be issued

on completion of the Transaction to the shareholders of

Team Bane will be listed on Oslo Børs after the

publication of a prospectus or similar listing document in

accordance with the Norwegian Securities Trading Act and

applicable rules of Oslo Børs, expected to take place

shortly after the general meeting.

Completion of the Transaction is expected to take place on

or about 28 May 2015.

Advokatfirmaet Schjødt AS is acting as legal advisors to

Blom and Advokatfirmaet Aabø-Evensen & Co is acting as

legal advisors to Team Bane.

Further information:

For further information, please contact:

Trygve Bruland, Chairman of the Board of Directors of Blom

ASA, +47 41146000

About Blom

Blom is one of Europe's largest aerial survey companies.

It has approx. 400 employees out of which 250 are in the

company's production units in Romania and Indonesia. Blom

delivered revenues in 2014 of NOK 234 million and EBITDA

of NOK 15 million.

About Team Bane

Team Bane is a fully integrated rail infrastructure

contractor in Norway, and was established in 2011. Team

Bane has established itself as a leading player in the

Norwegian market with a number 2 position based on

revenues. Team Bane has 128 employees and delivered

revenues in 2014 of NOK 323 million and EBITDA of NOK 20

million.