SPIE (EPA:SPIE) - Press Release - SPIE enters exclusive negotiations for the acquisition of Worksphere in the Netherlands

Transparency directive : regulatory news

10/11/2021 17:45

Press release

SPIE enters exclusive negotiation for the acquisition of Worksphere in the
Netherlands

* Acquisition of a leading Dutch specialist in smart and sustainable building
services
* SPIE to become the number one multi-technical services provider in the
Netherlands, capitalising on the strengths of the pure player model
* An enhanced growth profile and a clear path towards industry-leading margins
for SPIE Nederland
* A highly synergistic and value-creating transaction ? strong EPS accretion
from first year and sustained medium-term EBITA growth

Cergy, November 10th, 2021 - SPIE, the independent European leader in
multi-technical services in the areas of energy and communications, has entered
exclusive negotiations with Strukton for the acquisition of Worksphere, a
specialist in smart and sustainable building services in the Netherlands, with
a leading expertise in data-driven energy efficiency solutions.

Headquartered in Utrecht, Worksphere is a specialist in technical facility
management and building services that uses data-driven methods and expertise to
make buildings smarter and more sustainable. At the convergence of the digital
transformation and the energy transition, Worksphere offers a wide range of
services to a high-quality and diversified customer base in the commercial,
healthcare, mobility and education sectors, across the entire life cycle of
their assets from engineering, installation to operation and maintenance. With
1,900 experienced employees and 2020 revenue of EUR434 million, Worksphere
enjoys a top 5 position in the Dutch multi-technical services market, as well
as a very dynamic growth.

With the acquisition of Worksphere, SPIE will become the largest
multi-technical services provider in the Netherlands, with revenue in excess of
EUR1.2 bn(1). Thanks to leading skills and know-how, an unmatched services
portfolio and a densified local presence, SPIE will be the partner of choice
for over 2,500 clients throughout the Netherlands. A unique employer brand
position and visibility will result in increased attractiveness for technical
talents.

This acquisition will create significant value, thanks to:

(1) 2020 pro forma

i. the improvement of Worksphere's EBITA margin, currently slightly above 4%;
ii. identified annual synergies of at least EUR9 million, stemming from
procurement, cost and asset optimisations, to be delivered within 18 months
post-closing.

In combination with the margin improvement currently taking place at SPIE
Nederland, SPIE's new Dutch perimeter will reach the Group's average EBITA
margin within 2 years.

The transaction multiple is 7.4x 2021E EBITA including run-rate synergies, and
10.9x pre synergies. The transaction will result in a high single digit EPS
accretion for the Group as soon as the first year. The return on invested
capital will exceed the Group's cost of capital on that same first year and
will then be higher than 11% (post tax) in the next year, with the full
delivery of synergies. The acquisition will be financed with existing financial
resources. The impact on the Group's 2022 leverage(2) will be limited and
rapidly absorbed thanks to Worksphere's highly cash-generative profile.

Gauthier Louette, Chairman and CEO of SPIE, declared: 'The acquisition of
Worksphere will be a significant leap forward for SPIE, setting new standards
on the Dutch market. We will become the number one multi-technical services
provider in the Netherlands, a country where the Group's performance has
historically been very satisfying. It fits perfectly with our ambition, which
is to build the independent pure player champion in multi-technical services in
Europe.'

Lieve Declercq, CEO of SPIE Nederland, declared: 'I am delighted at the
prospect of joining forces with Worksphere to create the undisputed leader in
multi-technical services in the Netherlands. Worksphere's leading expertise in
buildings sustainability will be an outstanding addition to our offering and,
together, we will be in the best position to accelerate the energy transition
and the digital transformation for our clients. I strongly believe we will be
able to position ourselves as the employer of choice with great career and
development opportunities for technical talents.'

Evert Lemmen, CEO of Worksphere, added: 'This co-operation is a unique step to
realise our common ambitions, strengthened by an increased scale and
international cooperation. The synergy between SPIE and Worksphere is immense,
both as to markets and customers, and when it comes to specialist knowledge,
digitisation and technology to create healthy, energy-neutral and circular
buildings. This will create great opportunities for our joint customers,
employees and other stakeholders. It is with great trust and enthusiasm that I
look forward to our future.'

Subject to the consultation of employee representation bodies and to approval
of EU antitrust authorities, SPIE expects to complete the transaction in Q1
2022.

(2) Ratio of net debt at end December to pro forma EBITDA for the full year,
excluding the impact of IFRS 16

About SPIE

SPIE is the European independent leader in multi-technical services in the
fields of energy and communications. Our 45 500 employees are committed with
our customers to the success of the energy transition and digital
transformation.

In 2020, SPIE generated a consolidated production of 6,6 billion euros and a
consolidated EBITA of 339 million euros.

Press contacts

SPIE
Pascal Omnès
Group Communications Director
Tel. + 33 (0)1 34 41 81 11
pascal.omnes@spie.com

SPIE
Thomas Guillois
Director of Investor Relations
Tel. + 33 (0)1 34 41 80 72
thomas.guillois@spie.com

Agence Droit Devant
Philippe Hériard
Press Relations Consultant
Tel. + 33 (0)1 39 53 53 33
heriard@droitdevant.fr

www.spie.com
https://www.facebook.com/SPIEgroup
http://twitter.com/spiegroup

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03/11/2023 06:52

SPIE (EPA:SPIE) - Press Release - SPIE enters exclusive negotiations for the acquisition of Worksphere in the Netherlands

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