Transactions

Transactions

Latest deals

2021
Adviser to
and its shareholders in the sale to Superstruct Entertainment
Nordhaven advised the owners of the Palmesus Festival in the sale to Superstruct Entertainment

The Palmesus festival – Scandinavia’s biggest beach party – has been acquired by Superstruct Entertainment, a live entertainment consortium. Simultaneously, Nakatomi Enterprises, the owners of Palmesus AS, has reinvested a significant amount into Superstruct Entertainment.

“By becoming a part of the Superstruct consortium, Palmesus will benefit from strengthened solidity, which both the festival and the festival guests will benefit from in years to come. We are simply moving from owning a big share of something a little smaller, to owning a smaller share of something very big.”
- Leif Fosselie, founder and CEO of Palmesus

About Palmesus:
Founded as a small friends of friends party in 2009, Palmesus has grown to the biggest beach festival in Scandinavia – located on the beach right in the city center of Kristiansand in southern Norway, with more than 40,000 guests in 2019. The festival has not been held since 2019 due to COVID-19 restrictions. In 2019 Palmesus, through the festival and other year around events, generated revenues of NOKm ~80 with EBITDA of NOKm ~14. Making Palmesus one of the few festivals in Norway that generates a significant profit. The Palmesus owner, Nakatomi Enterprises, is owned by Leif Fosselie and Lund Gruppen.

About Superstruct Entertainment:
Superstruct is a private equity backed group that owns several festivals and live entertainment events, mainly in Europe. Superstruct’s Nordic music festival portfolio includes the Oslo based Øya-festivalen, Helsinki based Flow-festival and Northside and Tinderbox being held in Denmark (Aarhus and Odense, respectively). Superstruct is backed by the leading private equity firm Providence Equity.
2021
Adviser to
in the simultaneous acquisition of 12 IT services businesses forming a platform launched as FRENDY
Nordhaven advised Procuritas in the simultaneous acquisitions of twelve IT services businesses across Finland. The newly created platform, Frendy, is majority owned by Procuritas while local entrepreneurs retain significant minority ownership in the structure and responsibility over their respective operations. Frendy will deliver IT services for SME companies in Finland, a target market of more than €1 billion per annum. At inception, the company will have 160 employees in 16 locations across Finland and will be headquartered in Helsinki, with revenues in excess of €33 million.
Nordhaven has been a reliable hands-on partner throughout the complex transaction process leading to creation of Frendy, starting from a thematic sourcing project we did together with the team back in 2020, through relationship building with a large group of entrepreneurs, and finally a transaction phase that successfully led to the acquisition of no less than 12 companies simultaneously. We at Procuritas are truly pleased with the support and seamless co-operation we’ve had with the Nordhaven team” says Jussi Holopainen, Investment Manager at Procuritas.
2021
Adviser to
and its shareholder in the sale to Baxt / Skagerrak-Holding
Buer AS, Norway's leading manufacturer of soft potato flatbreads (Norwegian “lomper”) and thinbread (“lefser”), has entered into a strategic partnership with Baxt.

Buer AS, with traditions dating back to 1957 is the market leader within its category with clear ambitions to uphold their position through technology, strong product development, high quality products and focused marketing.

The Buer business and production facilities are located in Askim and has approximately 50 employees.

“We are very pleased to have entered into this agreement with Baxt, where we see an exciting future for Buer with many attractive opportunities. We are really looking forward to working closer with Baxt - together we are confident that Buer will become even more successful” - Bjørn Olav Drabløs owner and CEO of Buer

Baxt is a well-known supplier of a large selection of baked goods to the Norwegian grocery trade, kiosk / petrol and catering market. The company has its head office and main warehouse in Larvik and has more than 50 employees. BAXT is part of a group that also consists of the bakeries in Søndre Land and Lierne municipalities that produces produces cakes, cookies and thinbread.

Skagerrak-Holding, which is Baxt's parent company, has acquired 60% of the shares in Buer AS from FBD AS, which is owned by Bjørn Olav Drabløs. Bjørn Olav Drabløs continues as the company's CEO.


2021
Adviser to
and its founders in the majority sale to Equip Capital
Ryde is the only major Norwegian e-scooter operator. The company was established in 2019 and has in a short period of time become the market leader / one of the market leaders in Stavanger, Trondheim, Bergen, Kristiansand, and Oslo.

Micromobility, including e-scooters, has the recent years had an explosive growth and is expected to continue to grow going forward. Among many use cases, micromobility services increase access to public transportation, reduce the amount of cars on the road, lower our environmental footprint, and provide convenient methods of transportation for short trips — all while being cost effective.

“We are challenging the major international e-scooter operators, this requires both capital and professional owners. With Equip on the team we will continue and accelerate our strong growth and market presence", says Johan Olovsson, one of the founders of Ryde.

“Our clear ambition is for Equip and Ryde to professionalize the industry. We will work closely with municipalities and authorities to facilitate micromobility in a responsible manner. At the same time, we expect that the industry will be provided reasonable conditions to operate", says Sverre B. Flåskjer, Managing Partner at Equip Capital.

In 2020, Ryde had a turnover of NOK 45 million and is set out to triple the turnover in 2021. Equip Capital is now acquiring a majority shareholding in the company. The three founders, who established the company in 2019, will continue in Ryde and maintain as significant minority shareholders.

About Equip Capital:
Equip Capital is a Nordic private equity firm focusing on investments in small and mid-sized companies. The team has extensive investment experience across the consumer, industrials, and business services sectors, and combines its experience, energy, and dedication to ensure success in building better companies and generating strong returns.
2021
Adviser to
in the acquisition of KPA Unicon Group
Nordhaven acted as financial advisor to Helsinki-listed Partnera Oyj in the acquisition of KPA Unicon Group Oy. The acquisition supports Partnera's strategy of owning companies that promote sustainable development in, for example, the circular economy and energy sectors. Through the transaction Partnera will become KPA Unicon’s principal owner with a 70% stake, while the company’s founders, the Kovanen family, will stay on as minority owners. KPA Unicon was founded in 1990 and has extensive experience of international plant deliveries. In addition to turnkey development and construction of energy production facilities, the company modernises, maintains, and operates existing plants and provides energy production capacity as a service. KPA Unicon's customers include global industrial companies, along with local and international energy companies. The company’s headquarters and production facilities are located in Finland, and it also has personnel in Bosnia-Herzegovina, Chile, Spain, Croatia, France, Sweden and Russia. In 2020 the company’s turnover was EUR 69.4 million with respective EBITDA of EUR 5 million.
This transaction is a very important step in implementing Partnera’s strategy to own companies providing sustainable energy solutions. Nordhaven’s wide advisory experience was crucial in finding the deal structure that was acceptable for all parties involved in the transaction” says Jari Pirkola, CEO of Partnera.
2021
Adviser to
in the sale of Dekk1 and Gummi Centralen to NTG/Altor
One of the leading players within the tyre industry in Norway, RAC Tyres, consisting of Dekk1 and Gummi Centralen, has been acquired by Nordic Tyre Group AB (NTG) / Altor.

“We believe it is truly exiting to become a part of NTG’s expansion in Norway. In a changing car and tyre market it is important to be a part of a larger group to ensure competitive edge and to be able to attract the most competent people”
- Dag André Gimle Johansen, CEO of RAC Tyres.

RAC Tyres consists of the wholesaler Gummi Centralen and retailer Dekk1. The groups combined revenue in 2020 was approximately NOKm 500 with an EBITDA of approximately NOKm 21.

In parallel NTG has acquired Starco Norge and Dekkteam - another substantial player in the Norwegian tyre industry.

NTG will, together with the new Norwegian acquisitions, become the leading independent distributor of tyres and rims across Norway, Sweden, and Finland. Post-acquisition NTG will distribute close to two million tyres per year with more than 2.3 billion NOK in revenues.

“We are very impressed with the development of the Norwegian companies acquired, a result of highly competent management and personnel. We look forward to working closely together across the three countries, however with local strategy and presence…”
- Mats-Ove Eriksson, CEO Nordic Tyre Group

“We are proud to enter into a partnership with management and former shareholders with an impressive experience from the tyre industry. We will continue to invest significant resources in further growth”
- Pål Stampe, Chairman Nordic Tyre Group and Partner in Altor

About RAC Tyres:

RAC Tyres consists of Gummi Centralen and Dekk1. Gummi Centralen is a leading wholesaler of tyres in Norway with amongst other exclusive distribution rights to Pirelli and Maxxis. Gummi Centralen sold approximately 200 000 tyres in 2020. Dekk1 is the biggest independent tyre retailer in Norway with 25 wholly owned stores / tyre hotel and 35 partnership stores / tyre hotel. Dekk1 has through strategic focus become a leading provider of tyre hotel services with ~320,000 winter and summer tyres stored.

About Nordic Tyre Group:

NTG was established in 2019 as a partnership between the private equity firm Altor and founders of Gummigrossen and RengasDuo, the leading wholesalers of tyres in Sweden and Finland, respectively, with the ambition to become the #1 independent tyre distributor across the Nordics.
2021
Adviser to
in the acquisition of Famoc S.A
“Acquiring Famoc, its software, systems and European operations makes perfect sense. The transaction strengthens our all-in-one Managed Mobility Services solutions for enterprises in the Nordics, it unlocks a European growth opportunity and should strengthen our financial performance going forward” says Jens Haviken, Techstep CEO.

As of February 2021, Famoc has an ARR of NOK 26 million, a 19% recurring revenue CAGR, and an LTM EBITDA margin of 23%. Famoc will be acquired at an enterprise value of NOK 103 million (PLN 47 million), which corresponds to an EV/ARR multiple of 3.96x

Techstep’s Managed Mobility Services (MMS) solution is delivered via an as-a-service model to reduce complexity and cost and increase the value of mobility for enterprises. The Famoc acquisition reduces third party software dependence and provides software and systems that strengthens Techstep’s capabilities within Platform Management. Combined with Techstep’s established capabilities within Asset Management and Advisory Services, Techstep can offer customers a complete and automated MMS solution that provides control, security, compliance and lifecycle management – all on one Techstep dashboard.

The transaction will be financed by raising NOK 100 million of new equity in Techstep, fully underwritten by the largest existing shareholders, Datum AS, Middelborg Invest AS and Karbon Invest AS, and a NOK 34 million acquisition loan.

The transaction marks the third acquisition where Nordhaven has advised Techstep.

Link to official press release: Link

About Techstep
Techstep is purpose-built to become a leading Managed Mobility Services provider in the Nordics. Techstep combines device management, software, hardware and connectivity into a managed service. This enables enterprises and their employees to do their work across mobile devices and locations, with a high degree of security and operational stability. Techstep has 300 employees based in Norway, Sweden and Denmark, serving 550+ enterprise customers across various industries in the private and public sectors. The company is listed on the Oslo Stock Exchange.
For more information, please visit www.techstepasa.no.

About FAMOC
Famoc was founded in Poland in 2006 with offices in Gdansk and Warsaw. Famoc delivers software solutions for mobility management to SMEs and enterprises via channel partners, and offer products within the categories Software to manage mobile devices and secure mobility in business, Security software to defend confidential data, and Software that locks down the devices of users with overdue payments.

For more information, please visit https://famoc.com/
2021
Adviser to the shareholders of
in the private placement
Minimeis AS is the company behind the critically acclaimed and award-winning children shoulder carrier MinimeisTM. Minimeis was established in 2013 and is based out of Oslo. Since transitioning to a pure D2C eCommerce business model, Minimeis has experienced exponential growth. The company surpassed NOK 120 million in revenues in 2020, an increase of +350% from 2019. The US and EU have become the two largest markets, albeit Minimeis has recorded sales to more than 150 countries across all five continents, a testament to the product’s universal appeal.

Christian Stabell Eriksen (on behalf of Skarbua AS), has provided growth capital enabling Minimeis to continue its expansion and capture a larger share of the estimated $1 billion and growing baby carrier market. Christian will join the Board of Directors.

Furthermore, Marius Juul Møller (on behalf of KM Holding AS and STY871 AS) together with Jørgen Jørgensen (CEO and owner of Norrøna) acquired a minority holding in the company.

With their extensive and relevant experience from other investments as Douchebag, Norønna and ReMarkable, the 3 new shareholders represents a strong contribution to Minimeis.

Together the new group holds app. 27% of the shares.
2021
Adviser to
and its shareholders on the sale to Capio / Volvat
Helsetelefonen is a leading Norwegian telehealth provider with more than 15 years track-record. Helsetelefonen has had 1,000,000+ online consultations with 1,500,000+ households connected to the service through several of the largest insurance companies in Norway.

"We found the best partner in Volvat. As an integral part of the highly skilled medical community in Volvat, Helsetelefonen is convinced that existing services will be even better. Together, we will develop new, good and innovative e-health services for the benefit of a unified health Norway," says Jan Einar Vaage, CEO of Helsetelefonen
2021
Adviser to
and its shareholders on the sale to Kahoot!
Nordhaven Corporate Finance acted as exclusive financial advisor to Motimate's founders and shareholders Investinor, Rema 1000, Aller Media and Stayer Invest. Nordhaven Corporate Finance also advised Motimate when the company raised growth capital from external investors in 2019.

The acquisition is a part of a strategy to accelerate Kahoot!’s employee engagement product development and expand its product road map further. The addition of Motimate will add valuable new team resources to the Kahoot! Group, including additional enterprise sales resources and a strong product and technology team. Synergies between the Motimate platform and Kahoot!’s global reach also represents considerable potential for Motimate’s international expansion.

Kahoot! has acquired 100% of the shares in Motimate AS for a consideration reflecting an enterprise value (EV) of USD 25 – 27 million on a cash and debt-free basis, including a 2021 performance-based element, representing an approximate 5x multiple on annual recurring revenue (ARR) target for 2021. The settlement will be a combination of cash and Kahoot! shares.
2021
Adviser to
and its shareholders on the sale to Sweco
Nordhaven advised Linja Arkkitehdit and its shareholders in the sale of the company to Sweco. Linja Arkkitehdit is one of the leading architecture companies in Finland. Linja Arkkitehdit offers versatile architectural and principal design services including building and interior design as well as land use planning and zoning for both new and renovation construction projects. The company has grown profitable every year since founding in 2006. It has over 60 employees in three locations. With the acquisition Sweco becomes one of the largest architecture companies in Finland. In total, Sweco Group has around 1,400 architects and landscape architects and is one of the world’s five largest architecture firms.
Nordhaven studied our company meticulously and developed a deep understanding of business in architectural field. With their help we were able to find Linja Arkkitehdit a new owner that shares our values and vision of good corporate culture. We could not have imagined a better advisor for us” says Ville Niskasaari, CEO of Linja Arkkitehdit.
2021
Adviser to Abry-backed
on the acquisition of Tietoaika
Nordhaven continued as financial advisor to Swedish Confirma Software in its latest transaction in Finland, i.e. the acquisition of Tietoaika providing Domus ERP software solution for administration of real estate management companies and housing associations. Tietoaika also operates Huoneistotieto.fi solution, an information platform for owners, residents and board members in building societies. With the acquisition of Tietoaika, Confirma Software has pro forma LTM revenue of over € 35 million and more than 250 employees.

Confirma Software was founded in 2019 by Abry Partners, a US-based private equity fund, to consolidate enterprise software companies with specialized offerings for SME customers throughout the Nordic countries. Nordhaven and other Clairfield Nordic offices have been advising Confirma Software since its first acquisition and have now completed seven transactions jointly.
Nordhaven’s effort was once again of the highest quality and enabled us to complete the transaction efficiently. Their contacts and knowledge of the Nordic software sector has proved instrumental for us in realizing the growth strategy” says Jarle Mørk, CEO of Confirma Software.
2021
Adviser to
on fairness opinion for acquisition of minority shares in Alma Career
Nordhaven advised Alma Media and provided a fairness opinion for Alma Media in relation to the acquisition of Monster Worldwide's, part of Randstad, 16.66 per cent shareholding in Alma Career. The purchase price for the stake was EUR 58.5 million and implied enterprise value of Alma Career as whole EUR 300 million. Alma Career operates recruitment portals in ten European countries, such as LMC in the Czech Republic, Profesia in Slovakia and Monster in Finland. Nordhaven has advised Alma Media in the acquisitions of several companies that belong to Alma Career group.
2021
Financial advisory to
2021
Adviser to
on amendments to EUR 13,2 million senior secured bond
Nordhaven acted as financial adviser for Sotkamo Silver on amendments to its EUR 13,2 million senior secured bond. The amendments were supported in a written voting procedure by the noteholders representing over 96 % of the nominal amount of the notes. The listed parent company Sotkamo Silver AB owns, through its Sotkamo Silver Oy subsidiary, the Silver Mine in Sotkamo which started production in March 2019 and has reached full production capacity.
The approved amendment will improve our financial flexibility for the strategy execution. We are very pleased with the outcome achieved with Nordhaven’s thorough support”, says Erkki Kuronen, CEO of Sotkamo Silver. ”The bond amendment process through formal written voting procedure was executed in a very short timeframe. Nordhaven managed the whole process, including investor communications, in a highly professional manner”, adds Mikko Sopanen, CFO of Sotkamo Silver.
2021
Adviser to
and its shareholders on the sale to Xplora Technologies AS
Xplora Technologies AS has entered into an agreement to acquire its Nordic distributor and MVNO, Xplora Mobile Holding AS, in order to set the stage for accelerated revenue growth within kids smart watches, mobile subscriptions and premium services.

«We are thrilled to be part of the Xplora Technologies team, to leverage on the strength of the joint offerings and eager to roll out new exciting premium services to our large and growing subscriber base. We know each other well from years of collaboration, and are confident that the combination of our innovative, opportunistic and ambitious teams will create magic together», says Kjetil Fennefoss, CEO of Xplora Mobile».

Xplora Mobile Holding AS as the #1 MVNO in the Nordics for children’s watch phones, through the group generated sales of NOK 160m (+168%) with reported EBITDA NOK 4.8m in 2020 (unaudited). The group’s recurring subscription revenues were NOK 60m in 2020 (+119%). The company has ambitious targets of more than NOK 100m in recurring subscription revenues in 2021.

«With this acquisition we can quickly establish new recurring revenue streams (ARR) from a large and profitable customer base in the Nordics. The two companies have a long history of close collaboration and there are strong synergies between us. We can leverage on this by launching new premium services to the mobile subscriber base and seek to extend our offering and value proposition to Xplora Mobile´s partners. The acquisition will provide us with important learnings and insight to build internal competence for the upcoming launch of mobile subscriptions and premium services on the global market», says Sten Kirkbak, CEO of Xplora Technologies.
2021
Adviser to
on fairness opinion for acquisition of NettiX
Nordhaven provided a fairness opinion for Alma Media in relation to the acquisition of Nettix Oy from Otava Group. The enterprise value of the acquired business was EUR 170 million. Nettix business consists of Finland’s leading motor vehicle marketplaces, such as Nettiauto, Nettikone and Nettimoto. Its revenues were EUR 22.5 million and EBITDA EUR 11.2 million in 2020.
2021
Adviser to
and its owners on the sale to Orkla
Nordhaven acted as financial advisor to the owners of Seagood Oy Fort Deli in the sale of its majority to Orkla. Henrik Poulsen, will continue as the CEO and minority shareholder in the company with the aim as part of Orkla to grow and strengthen presence in the Finnish food service and out-of-home markets.

Seagood Oy Fort Deli, established in 1996, is a food product sales company focusing on food recipes and solutions for its customers across the HoReCa sector. Fort Deli’s offering consists of own and imported brand products and the company is well known for Hank’s Sauces, Nonna’s Sauces and Texas Pete Hot Sauce. In addition, the company is an established supplier of frozen products, sauces and condiments. In 2020 the company had sales of 8.7€ million.
Nordhaven provided a very professional hands-on advise. Their work was crucial in closing the deal with a large corporate and guiding us through buyer’s demanding acquisition process. The transaction process was on the one hand a tough experience but on the other hand it was enjoyable to reach a transaction in great spirit with all parties and their advisors” says Henrik Poulsen, CEO of Seagood Oy Fort Deli.
2021
Adviser to
on the design of equity-based incentive plans
We advised Wärtsilä on designing a Performance Share Plan for the top management and key employees, and a Restricted Share Plan as a complementary structure for specific situations. Wärtsilä manufactures and services power sources and other equipment in the marine and energy markets.
2020
Adviser to
in the acquisition of KeyNet AS
IT management supplier Bitpro strengthens their position within data communication through the acquisition of KeyNet. KeyNet has a strong position within the private sector with several blue-chip clients and holds the ability to serve complex client structures with high geographical dispersion. A position they have built up over multiple years through deep technology know how.

“Best in class customer success and the ability to serve clients with multiple locations is a cornerstone in our strategy, both of which lies in the center of the business model for KeyNet. Hence the match between the two companies is very good and the transaction represents an important step in our strategic development. We are looking forward to continue building the product portfolio and strengthening our customer base together” – Trond Bjorvand (CEO Bitpro).

“Bitpro provides a broad specter of IT and communication services with multiple similarities to our business model and philosophy within the data communication niche. We see multiple commercial and operational synergies and are looking forward to utilizing them together. We will continue providing our clients with best-in-class customer care, in addition to new products enabled by the merger.”

“We see a very good match between KeyNet and Bitpro. KeyNet holds the same business goals as us and have over a longer period of time show the ability to establish, build and maintain strong customer relationship to blue chip clients. We look forward to further build and expand the new company with the client in the front seat.” – Gunnar Jacobsen (Investment Director Kistefos).

Combined revenue in 2020 for the two entities will amount to approximately MNOK 290 with good profitability. The sellers will reinvest large parts of their proceeds and will post merger hold a 13,4% position in the new company. Kistefos remains the majority shareholder with 73,5%, while the remaining 13,1% is owned by other key employees.
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