Relais Group Oyj — M&A Activity 2025

Apr 29, 2025

Relais Group Plc becomes the biggest operator of independent commercial vehicle workshop chains in the Nordic Region through the acquisition of Team Verksted Holding AS

Relais Group Plc becomes the biggest operator of independent commercial vehicle workshop chains in the Nordic Region through the acquisition of Team Verksted Holding AS

Relais Group Plc
Inside Information 29 April 2025 11:30 a.m. EEST

Relais Group Plc has today on 29 April 2025 signed an agreement to acquire 100
percent of the shares in the Norwegian Team Verksted Holding AS from Vy Buss AS,
whose ultimate owner is the Norwegian Ministry of Transport. Team Verksted
Holding AS is the parent company of its wholly owned subsidiaries Team Verksted
AS (“Team Verksted”) and Lastvagnsdelar AS (“LVD”).

Team Verksted Holding consists of the commercial vehicle repair and maintenance
chain Team Verksted and the heavy spare parts specialist wholesaler
Lastvagnsdelar. Team Verksted operates a nationwide multibrand workshop chain,
offering maintenance and service for trucks, trailers, and buses.

Team Verksted has 21 own and 3 franchise workshops across Norway. LVD
distributes spare parts and accessories for the heavy vehicle sector,
specifically for trucks, buses, and trailers in Norway. In 2024, the
consolidated revenue of Team Verksted Holding was approximately NOK 834 million,
out of which Team Verksted was NOK 758 million, and LVD NOK 119 million[1]. Team
Verksted has approximately 330 employees and LVD 20. The headquarter of Team
Verkstad Holding is located in Oslo.

Key benefits of the acquisition:

· The acquisition of Team Verksted expands Relais Group's commercial vehicle
repair and maintenance workshop network to 61[2]workshops across Finland, Norway
and Sweden, enabling a unique value proposition to fleet customers and transport
operators in the Nordic region.
· The acquisition unlocks material synergy potential of up to an estimated NOK
30 million annually, over the coming years. The synergies are primarily expected
to come from sharing of best practices and resulting operational efficiencies in
the workshop business, and shared purchases, internal sourcing, and cross sales.
· Team Verksted serves as a Norwegian platform for further acquisitive growth
in the commercial vehicle repair and maintenance business.
· Through the acquisition of Lastvagnsdelar Relais gets a bigger share of the
entire commercial vehicle value chain and gets a new channel to distribute the
Group's own brands in the Norwegian marketplace.

Team Verksted Holding's consolidated key figures, NOK millions, unaudited
simplified IFRS

Key figures 2023 2024
Net sales 738 834

EBITDA (incl. IFRS 16 impact) 88 126
EBITA (incl. IFRS 16 impact) 39 74

EBITDA (excl. IFRS 16 impact) 23 58
EBIT (excl. IFRS 16 impact) 14 48

Total non-current assets 601 604
    Whereof right of use assets 473 477
Total current assets 289 314
Total assets 890 918

Equity -19 45
Liabilities 901 872
    Whereof leasing liabilities 526 535
Total equity and liabilities 890 918

Valuation and financing

The agreed enterprise value of Team Verksted Holding is NOK 400 million,
excluding IFRS 16 leasing liabilities. The purchase price for 100 percent of the
equity in Team Verksted Holding is NOK 233 million. In addition to paying the
purchase price, the Relais will settle the external interest-bearing debt in
Team Verksted Holding at closing. The closing of the acquisition is estimated to
take place in June 2025, subject to Norwegian competition authority approval of
the transaction and provided that certain other customary conditions for the
closing of the acquisition are met.

The acquisition will be financed with cash drawn from a bridge financing
facility with a tenor of up to 18 months, provided Relais Group's main bank.
Relais Group plans to partially or in full refinance the bridge financing
facility with equity-like or equity capital market financing.

Arni Ekholm, CEO of Relais Group Plc:

“This is a transformative step for Relais Group, and already our second
strategic acquisition this year with the Matro Group deal published in early
April. When both of these acquisitions have been completed, we will have added
approximately 9 million euros of combined IFRS EBITA to the Relais Group on an
annual basis, before synergies. With the Team Verksted and LVD teams joining our
group, we further strengthen our leading position in consolidating the
commercial vehicle independent after market in the Nordic region - and we are
not slowing down. Our unique, competence-based acquisition strategy is the
fundament for our profitable growth and creates long-term value for our
customers, business partners and shareholders. The journey ahead is full of
potential.”

Jan Popov, Managing Director responsible for Relais Group's Commercial Vehicle
Repair and Maintenance business area:

"Team Verksted is an ideal cultural and operational fit for us. With this
strategic move we are building the strongest independent workshop network for
heavy commercial vehicles in the Nordics. Our mission is to seamlessly combine
local expertise with a Nordic scale. As a result of this acquisition, we have a
unique position to deliver best-in-class service for all our customers, from
large fleet operators to independent business owners in Norway, Sweden and
Finland.”

Juan Garcia, Managing Director responsible for Relais Group's Technical
Wholesale business area:

“This acquisition significantly strengthens our spare parts operations. By
integrating LVD´s expertise and expanding our Nordic footprint, we're not only
increasing our distribution capacity and improving service to commercial
customers and fleet operators across the Nordics. We are also unlocking clear
synergies with our existing businesses. This broader base allows us to scale
faster, operate more efficiently, and deliver even greater value to our
customers.”

Ole Engebret Haugen, Executive Director of Vy Buss:

”We are happy to hand over a well-run workshop business for heavy vehicles to a
professional player who specializes precisely in this and who has great
ambitions for the company going forward.”

[1 ]The difference to consolidated revenue of the sum of these being a result of
eliminations.
[2] Including three partner workshops in Norway

Further information:
Arni Ekholm, CEO
Phone: +358 40 760 3323
E-mail: arni.ekholm@relais.fi

Relais Group

Relais Group is a leading consolidator and acquisition platform on the vehicle
aftermarket in the Nordic and Baltic countries. We have a sector focus in
vehicle life cycle enhancement and related services. We also serve as a growth
platform for the companies we own.

We are a profitable company seeking strong growth. We carry out targeted
acquisitions in line with our growth strategy and want to be an active player in
the consolidation of the aftermarket in our area of operation. Our acquisitions
are targeted at companies having a good strategic fit with our group companies.

Our net sales in 2024 were EUR 322.6 (2023: 284.3) million. During 2024, we
completed a total of two acquisitions. We employ approximately 1,300
professionals in six different countries. The Relais Group share is listed on
the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.

www.relais.fi