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ABL Group ASA: Acquisition of Brazilian engineering and design company

ABL Group has entered into an agreement to acquire 100 percent of the shares in Brazil-based naval architecture and engineering consultancy, Proper Marine. The acquisition will expand the Group’s technical centre of excellence in design and engineering for maritime and offshore energy construction and operations.

“We are delighted to welcome Proper Marine into ABL Group. This transaction will significantly increase our global expertise in design and engineering and enhance our local capacity to support the Americas. Proper Marine’s services are highly complementary to that of our own design house, Longitude, enabling us to bring design solutions to more clients and in more markets. Furthermore, this transaction reflects ABL Group’s commitment to the Brazilian market, following the in-country growth of our marine and renewable energy branches ABL and OWC. Recognising the strategic significance of the country’s maritime and energy sectors, the expansion of local design capabilities was the logical next step, and we are thrilled to do this together with Proper Marine.”

Reuben Segal, CEO of ABL Group

Upon completion of the acquisition, Proper Marine will be merged with ABL Group’s design house, Longitude.

ABOUT PROPER MARINE

Proper Marine was founded in 2010 with a vision to bring Brazil’s engineering excellence to support naval and offshore markets globally. In addition to Brazil, Proper Marine currently works on projects in a further nine countries, including the USA, Senegal, Spain, Portugal, China and others.

“This move fully aligns with our founding mission – as part of ABL Group and together with Longitude, we have the opportunity to accelerate our goal of taking Brazilian engineering excellence to the world. By merging with Longitude, we are synergising two like-minded design houses, we are equally committed to fostering the best engineering and design talent in our sectors.”

Bernardo Xavier, Operations Director and Founder of Proper Marine

The company will expand ABL Group’s design and engineering capabilities with a team of 90+ professionals and a track-record of more than 1,600 projects. In 2023, Proper Marine delivered net revenue of USD 3.9 million (BRL 19.6 million, converted to USD at 2023 average BRL/USD of 0.2004) and adjusted EBITDA of USD 0.8 million (BRL 4.2 million).

The acquisition will strengthen ABL Group’s offering in both Brazil and the wider Americas within vessel design and conversion, asset integrity management and life extension, and marine and energy operations engineering. In addition to this, Proper Marine brings significant expertise in floating production storage and offloading (FPSO) vessels, enhancing the Group’s overall capabilities in this segment.

STRATEGIC RATIONALE

This deal will unlock greater opportunity for Proper Marine to scale up its current operations and services on a global scale, with access to Longitude’s geographical footprint and notably in North America.

The integration will consolidate two almost equal sized teams to create an even stronger international design and engineering house. As such, it will further enhance both companies’ exposure to larger design projects and the FPSO sector.

It will also open greater opportunity for professional development of staff on both sides of the transaction.

The acquisition will further strengthen Proper Marine’s offering in vessel design, opening up Longitude’s intellectual property (IP) of 100+ vessel designs.

In addition, being part of Longitude will support Proper Marine in transitioning some of its expertise to increasingly support renewable energy and energy transition design and engineering.

TRANSACTION DETAILS

Proper Marine is valued at an enterprise value of USD 4.0 million in the transaction. The purchase price will be settled with a combination of cash and up to 2,302,494 shares in ABL Group. Settlement of the consideration shares will take place through annual instalments over 5 years from the current date, subject inter alia to the sellers’ continued employment in ABL Group. Completion of the transaction is expected in January 2025.