Two Fusion Deals in Two Days: The sale of energyTEAM and ENER-G Procurement

April 17, 2015 — Fusion DigiNet

Fusion only - logoFusion Corporate Partners are pleased to announce the completion of the sale of two energy management services companies (and the third Fusion completion in the last month).

energyTEAM Limited and ENER-G Procurement Limited

Fusion Corporate Partners acted as corporate advisor for the vendors of both companies. The Fusion team was led by Paul Kelly, director at Fusion.

ET LogoenergyTEAM, a privately owned company based in Burgess Hill, West Sussex, has been running for nearly 40 years. Led by joint managing directors Chris Best and Brian Rickerby, energyTEAM has over 800 UK clients including public and private sector organisations. The company provides an integrated and fully managed energy management service comprising energy procurement and energy services. energyTEAM employs 60 staff. The deal was completed on Thursday 9th April 2015.

ener-gENER-G Procurement, owned by Salford-headquartered international renewable and sustainable energy specialist ENER-G Group, is based in Studley, Warwickshire. ENER-G Procurement was formed through the merger of the energy procurement arm of CMR Consultants and Utility Auditing Limited. Both companies were acquired by ENER-G Holdings plc in 2006 and 2007 respectively. ENER-G Procurement’s clients range from single energy-intensive sites, to large multi-site groups. ENER-G Procurement employs 52 staff. The deal was completed on Friday 10th April 2015.

Both companies were sold to Warrington based procurement services firm Inprova Group. The deals have been funded through a debt facility from Barclays. Investment from private equity house LDC is fuelling Inprova’s growth plans, which consist of a UK and international acquisition strategy focused on technology and category expertise that will complement the existing business. The terms of the deals are not being disclosed.

“It is highly unusual to sell two companies to the same acquirer at almost the same time. Both deals attracted multiple offers from prospective acquirers in two separate competitive processes. However, both vendors selected Inprova Group as their preferred choice,” said Kelly. “Neither vendor knew who the other was and, beside the normal complications of any sale process, the Fusion team also had to ensure confidentiality was maintained at all times. I am proud of the way the team managed these processes and I am delighted at the successful outcomes for both of our clients”.

Inprova Group is based at Olympic Park, in Birchwood, Warrington and has been set up by the founders of purchasing firm CEL Procurement, which has been providing procurement services since 1987, and was rebranded as Inprova in preparation for the group’s ambitious growth strategy. The company launched with Bob Holt as its chairman. Mr Holt drove the expansion and stock market flotation of property repairs giant Mears Group.

“Purchasing these two energy brokers ties in with Inprova’s wider strategy of building scale and capability across new procurement markets.” Commented Inprova group chief executive Paul Kennedy. For many of our customers, utility spend is becoming an increasingly complex and volatile area of spend and as such, they require a greater level of support and guidance in this spend category. The integration of these two businesses into the Inprova Group will enable us to negotiate better energy prices as we’ll take a far larger aggregation of spend to market. It is also likely that there’ll be opportunities for us to deliver wider procurement related services into the enlarged customer base.”

“Inprova Group will be turning over in excess of £12m per year following these two acquisitions.” Kennedy added: “My aim is to at least double this figure over the next two to three years. We’ll do this through our strong customer base in existing markets, which offers significant growth opportunities and also by continuing our ambitious UK and international expansion strategy.”

The Fusion Team has completed over 80 UK and cross border Business Support Services, Energy & Environmental Services, Media, Business Information & Technology, Exhibitions & Conferences, TV Broadcast & Production, Healthcare and Online Commerce transactions. Fusion specialises in the sale of middle-market companies with transactional values ranging from £5 million to £100 million. The sales of energyTEAM Limited and ENER-G Procurement Limited are our 7th and 8th sales of energy management companies.

UK, Warrington, Cheshire & Burgess Hill, East Sussex & Studley, Warwickshire

Other Fusion Deals:

Business Support Services and Energy & Environmental Services

Media & Business Information

Exhibitions & Conferences

Healthcare

Broadcast

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RWE npower acquires Welsh energy management firm RUMM

April 1, 2015 — Fusion DigiNet

RWE_npower endorsed_cmykRWE npower has acquired specialist energy management company RUMM. The Welsh tech firm, which was spun out of the University of South Wales, uses cloud-based data analytics to help businesses monitor and control their energy in real time. The terms of the deal were not disclosed.

RUMMAccording to RUMM’s website, the company has saved over £43 million for its customers since it was founded in 2005. npower Business Solutions, which is the second largest supplier of energy to British businesses, will roll out RUMM’s software to its biggest customers in Q2 2015.

Paul Massara, CEO of RWE npower, said: “npower Business Solutions is committed to helping the UK’s largest companies manage their energy needs so they can budget for the future. RUMM’s technology is truly innovative, giving businesses the tools they need to make significant savings on the bottom line.

“This deal represents an important investment in both our energy solutions business and the thriving South Wales tech community. With the right support and incentives, we are confident that Welsh start-ups, like RUMM, will continue to grow, exporting their expertise across the world.”

Developed as the result of work at the University of South Wales RUMM’s proprietary software, IBASS, captures and stores energy usage data every half-hour to identify potential inefficiencies on customers’ sites. The software provides the basis to enable significant energy reduction and has the capability to offer switch-off measures.

UK, Mynach, Wales

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CBRE Group to acquire the Global Workplace Solutions Business of Johnson Controls

March 31, 2015 — Fusion DigiNet

CBRECBRE Group is to acquire the Global WorkPlace Solutions (GWS) business of Johnson Controls, Inc. GWS is a provider of integrated facilities management solutions for major occupiers of commercial real estate and has significant operations around the world. The purchase price is $1.475 billion, payable in cash, or $1.3 billion net of the present value of estimated tax benefits, and with customary post-closing adjustments for working capital and other items. GWS will operate as part of CBRE’s Global Corporate Services business.

“The exceptionally talented GWS team will greatly enhance our service offering for occupiers around the world,” said Bob Sulentic, president and chief executive officer of CBRE. “With GWS, we further our ability to create advantages for occupier clients by aligning every aspect of how they lease, own, use and operate real estate to enhance their competitive position.”

JOHNSON CONTROLS LOGOGWS, which has approximately 16,000 employees worldwide, generated approximately $3.4 billion of revenue for the 12 months ended December 31, 2014. Upon closing, John Murphy, GWS’s president, will join CBRE as global chief operating officer, GCS.

Together, CBRE and GWS will manage nearly 5 billion sq. ft. of real estate and corporate facilities globally, including 2.3 billion sq. ft. in the Americas, 1.2 billion sq. ft. in Europe, the Middle East & Africa and 1.4 billion sq. ft. in Asia Pacific.

CBRE anticipates that GWS will be materially accretive to its adjusted earnings per share in 2016. It expects to fund the acquisition through a combination of cash on hand and proceeds from the incurrence of debt. The transaction is expected to close in the late third quarter or early fourth quarter of 2015 and is subject to customary regulatory approvals. Simpson Thacher & Bartlett LLP acted as CBRE’s legal advisor.

USA, Los Angeles, CA & Milwaukee, WI

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Energy Assets Group acquires SA Gas Engineers

March 3, 2015 — Fusion DigiNet

Energy Assets GroupEnergy Assets Group plc, a provider of I&C gas metering services in the UK, has acquired SA Gas Engineers Limited, an accredited meter asset manager and a UK expert in complex I&C gas engineering and specialist siteworks projects. 

sa_gas_logoEstablished in 1992 and based in Nottingham, SA Gas provides services both upstream and downstream of the customer’s meter. The company has a wealth of experience and expertise in all types of I&C gas related engineering projects.  In the year to 31 July 2014 SA Gas generated turnover of £2.9m.

The transaction consideration comprises an initial cash payment of £3.4m, 222,108 shares in Energy Assets Group plc, with a market value of £1m, which are subject to the sellers of SA Gas remaining with the Group during a restrictive period of two years, an earnout consideration of up to £0.5m contingent on the future profitability of SA Gas and an amount for the completion cash balance of SA Gas which will be determined on the basis of completion accounts.  The cash consideration is also subject to post-completion adjustment by reference to the actual completion working capital of SA Gas.  Cash consideration will be funded from a combination of cash reserves and existing loan facilities.  

Phil Bellamy-Lee, Chief Executive of Energy Assets, commented: “Energy Assets has built a strong relationship with SA Gas over a number of years, working together on several major projects, and I am delighted to now welcome them fully into the Group in an acquisition that represents another significant step in our growth strategy.  The strong SA Gas brand and reputation, along with the wealth of acquired expertise, will complement our existing business resulting in further improvements to the service offering and value delivered to our customers.”

UK, Livingston, West Lothian & Nottingham, Nottinghamshire

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RPS Group acquires Klotz Associates for up to $24.1M

February 17, 2015 — Fusion DigiNet

RPSlogoRPS Group plc has acquired Klotz Associates Inc. (“KAI”), a Texas based consultancy providing engineering, planning and environmental services, for a maximum consideration of US$24.1million (£15.9 million).

KlotzFounded in 1985, KAI has its headquarters in Houston and offices in Austin, San Antonio, Lufkin and Fort Worth. The company, which employs 116 staff, works primarily on projects associated with transport, water and land development, primarily to public sector clients in Texas.
Seventeen of the eighteen vendors of the business, including the founder Wayne Klotz, are remaining with RPS; the other vendor has recently retired.

In the year to 31 December 2014, KAI had revenues of US$26.2 million (£17.2 million), fee income of US$19.4 million (£12.8 million) and profit before tax of US$3.6 million (£2.4 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$5.4 million (£3.6 million). Gross assets at 31 December 2014 were US$9.3 million (£6.1 million).
RPS is acquiring the entire share capital of KAI for a maximum total consideration of US$24.1 million (£15.9 million), all payable in cash. Consideration paid to the vendors at completion was US$16.9 million (£11.1 million). Subject to certain operational conditions being met, two further sums of US$4.8 million (£3.2 million) and US$2.4 million (£1.6 million) will be paid to the vendors on the first and second anniversaries of the transaction respectively.

Alan Hearne, Chief Executive of RPS, commented: “Klotz Associates has an excellent reputation and track record in Texas, as well as a strong management team. Its skills will complement the services RPS currently provides in the water sector.  It will also enable us to extend the range of capabilities of our business to include transport and infrastructure consulting.  We anticipate Wayne Klotz and his highly experienced team will make an important contribution to our BNE North America business, which remains a priority for investment for the RPS Board.”

UK, Abingdon, Oxfordshire & USA, Houston, TX

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Mitie acquires real estate, technology and risk management consultancy Source Eight Limited

November 26, 2014 — Fusion DigiNet

MITIE

Mitie Group plc has acquired a majority stake in Source Eight Limited, a real estate, technology and risk management consultancy.

Source8 delivers real estate, technology and risk management consultancy services to global corporations, with particular expertise in emerging markets and complex environments. The company had turnover of £4.5m in 2013. The initial consideration payable is a maximum of £2.95 million, with £2.5 million paid in cash on completion, and the remainder payable dependent on performance targets. Further consideration is payable in cash up to a maximum of £12.5 million (£15.45m total consideration) depending on financial performance over a five year period.

UK, Bristol & London

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RPS Group plc acquires GaiaTech Holdings for £18.5M

May 22, 2014 — Fusion DigiNet

RPSlogoRPS Group plc has acquired GaiaTech Holdings Inc, a US based environmental consultancy, for an enterprise value of US$34.0 million (£20.2 million).

GT was founded in 1993 and has its headquarters in Chicago, with other offices in Atlanta and Dallas. Its 85 staff have a broad range of environmental, scientific and engineering skills. They are largely deployed providing risk management advice to the US industrial sector and its investors and advisors in both transaction related due diligence and its manufacturing and distribution operations.  The company also uses an extensive team of sub-consultants on a project basis.  After closing, GT will form part of our Built and Natural Environment: North America segment.

The business was largely owned by a private equity firm and its CEO. A number of other directors and a number of the staff had GaiaTechequity or stock option holdings. The CEO and all directors and staff equity and option holders are remaining with the business.

In the year ended 31 December 2013, GT had gross revenue of US$31.9 million (£19.0 million) and net revenue of US$15.4 million (£9.2 million). Profit before tax in 2013 was US$4.8 million (£2.9 million), after adjustment for non-recurring items. Profit after tax was US$2.9 million (£1.7 million). Net assets at 31 December 2013 were US$7.8 million (£4.7 million). Gross assets at 31 December 2013 were US$21.1 million (£12.6 million).

The consideration paid at completion was US$26.0 million (£15.5 million).  The remainder of the consideration, US$5.1 million (£3.0 million), was paid into escrow to settle any contractual claims. The balance in the escrow, net of any claims, will be released in phases over a period of 18 months after completion. Debt of US$6.7 million (£4.0 million) was settled at completion. There was approximately US$3.9 million (£2.3 million) of cash in the GT balance sheet at completion.  As part of the transaction RPS will be acquiring tax benefits with a net present value in cash terms of about US$4.9 million (£2.9 million) that will accrue over the next nine years.

Alan Hearne, Chief Executive of RPS, commented: “It is an important element of the Group’s strategy to develop our presence in North America’s environmental consultancy market. GaiaTech is a business we have followed for a number of years. It will make an important contribution to the development of our US activities.”

UK, Abingdon, Oxfordshire & USA, Chicago, IL

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Smart Metering Systems acquires Utility Partnership Limited for £14M

April 14, 2014 — Fusion DigiNet

smart metering systemsSmart Metering Systems plc, an integrated metering services company, has acquired Utility Partnership Limited a manager of electricity meters in the UK and provider of electricity connections, design, meter installation, data management and energy management services.

 The consideration for the Acquisition is £14 million, to be settled through a payment of approximately £9.7 million in cash, funded through a new corporate debt facility provided by the Company’s existing club of lenders, with the balance of approximately £4.3 million being satisfied by the issue of 1,246,277 ordinary shares of 1p each in the Company. The Consideration Shares have been issued at a price of £3.4255, being the mid-price of the Ordinary Shares on 14 March 2014, the day before the publication of the Company’s final results for the year ended 31 December 2013. The cash consideration for the Acquisition will be adjusted on a cash free debt free basis and on the basis of a normalised working capital following finalisation of completion accounts.

UPL has grown very successfully since its establishment and for the year ended 31 July 2013 turnover was £11.1 million with gross profit of £3.7 million and EBITDA (after exceptional items) of £2.0 million.

Alan Foy, Chief Executive Officer, commented: “The acquisition of UPL will enable SMS to expand its service offering across the gas and electricity sectors, and the enlarged group will now offer a fully integrated service in these markets. It positions the enlarged Company as a dual gas and electricity service provider and establishes a base from which we can enhance our existing respective client relationships. It will ensure that SMS is well positioned with suppliers of domestic gas and electricity for the future UK domestic smart metering roll out.”

UPL will join the SMS Group as a new electricity division to be headed by Rhys Wynne, who co-founded UPL in 1996. The enhanced business will operate divisionally from Glasgow (‘Gas‘) and Cardiff (‘Electricity‘, formerly UPL). A new water division will be established to promote data services in the UK and International water markets.

UPL was founded in 1996 by Gary Mawer a 55.41 per cent. shareholder in the businessand who will now retire and Rhys Wynne who owned 44.07 per cent. Mr. Mawer and Mr. Wynne and the existing management team of UPL are rolling a significant level of equity investment into SMS and the management team will be further incentivised by 5 year share options based on both personal performance and that achieved by SMS.

UK, Glasgow & Cardiff

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RPS acquires Clear Environmental Consultants for up to £8.34 million.

April 10, 2014 — Fusion DigiNet

RPSlogoRPS Group plc has acquired Clear Environmental Consultants Ltd, a UK based consultancy providing services primarily to the water industry, for a maximum consideration of £8.34 million.

Founded in 2003, Clear has offices in Derby, Sheffield and Glasgow in the UK. The company, which employs about 90 permanent staff, as well as utilising part time specialist associates, works primarily on projects for the UK water industry. Its services include: urban pollution management, sewerage and river modelling and ecology. The RPS Board sees good opportunities in these markets during the next phase of the development of the UK water industry, when dealing with wastewater will be a priority.  Opportunities should also emerge to utilise Clear’s high quality technical skills in other parts of the Group’s European business.

The four vendors of the business, together with all employees, are remaining with RPS.clear

In the year ended 31 January 2014, Clear had revenues of £5.61 million and profit before tax of £1.83 million, after adjustment for non-recurring items.  Net assets at 31 January 2014 were £2.23 million, including £1.92 million of cash.  Gross assets at 31 January 2014 were £3.09 million.

RPS is acquiring the entire share capital of Clear for a maximum total consideration of £8.34 million, all payable in cash. Consideration paid at completion was £6.84 million. Subject to certain operational conditions being met, the balance which is a maximum of £1.50 million, will be paid no later than 31 May 2017.

Alan Hearne, Chief Executive of RPS, commented: “Clear has an excellent reputation and track record. Its skills will assist RPS penetrate further the growing wastewater market in the UK, as well as providing us with opportunities to offer a broader range of services to other clients.”

UK, Abingdon, Oxfordshire & Derby

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