World Energy Solutions acquires Northeast Energy Partners

October 16, 2012 — Fusion DigiNet

World Energy Solutions, an energy management services firm, has acquired Northeast Energy Partners, a privately-held Enfield, CT-based energy management and procurement company, for approximately $7.9 million in cash plus an additional $5.2 million in seller notes and potential earn-outs.

“NEP is a perfect strategic fit for us,” said Phil Adams, CEO of World Energy Solutions. “The acquisition advances our goal of becoming the national leader in energy procurement for the mid-market segment, building on our purchase last year of GSE Consulting. The deal also brings us a roster of new customers in utility territories with active incentive programs where we can cross-sell our energy efficiency services. By helping clients lower the price they pay for energy, reduce the amount they consume, and maximize available incentives, we are providing a winning formula for lowering total energy cost.”

Added Jim Parslow, CFO of World Energy Solutions: “With the purchase of NEP, we are continuing to execute our growth strategy, supplementing strong organic growth with the acquisition of profitable, cash-generating companies that have predictable revenues and cash flows. Buying companies with these attributes allows us to use their cash flows to fund earn-outs and other considerations. We are financing this deal primarily with debt to minimize shareholder dilution, and we expect our purchase to be accretive and to have a positive impact on our top-line revenue, EBITDA and backlog.”

Founded in 2000 in response to natural gas and electricity deregulation in the Connecticut and Massachusetts markets, NEP established itself as one of the top energy brokerages in New England, specializing in the needs of small and mid-size businesses. With annual revenues topping $5 million, NEP currently employs 17, all of whom will be retained by World Energy. The Company will continue to operate in Enfield.

“Joining forces with a national energy management leader like World Energy will enable us to attract new customers, better serve our existing base, and provide our employees with exciting growth opportunities,” said Russ Monroe, President, Northeast Energy Partners. “World Energy’s approach to lowering a customer’s total energy cost is a compelling one, and our combined capability to execute it is going to make a big impact on how energy management gets done here and across the country.”

USA, Hartford, CT & Worcester, MA

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MITIE acquires home care service provider Enara

October 16, 2012 — Fusion DigiNet

MITIE Group PLC, the strategic outsourcing company, has acquired Enara Group Limited, from August Equity LLP and Enara’s senior management team, for a total consideration of £110.8m on a cash and debt free basis. Enara is the fourth largest provider of home care services in the UK and will give MITIE a scalable platform to compete in the growing outsourced health and social care sector.

Enara provides high quality home care in the UK, delivering a wide range of services to people who require help and support due to illness, disability or infirmity. The business cares for people via local authority, NHS and private pay agreements.

For the year ending 31 March 2013, Enara is expected to have revenue of £93m and operating profit before amortisation of £10.1m. Costs of approximately £5m are expected to be incurred within the first 12 months following the completion of the acquisition to support its integration into MITIE. The gross assets of the business are £97.3m*. The acquisition is expected to be earnings enhancing before integration costs in the year ending 31 March 2013 and thereafter. The acquisition has been funded by the use of new bridge debt facilities of £150m provided by existing lenders to the group, which will be refinanced into longer term debt facilities in due course.

The community care market is a significant strategic opportunity for MITIE and an ideal entry point into the health and social care sector. The demographic and economic drivers of an ageing population, together with on-going cost pressure is encouraging a shift both from hospitals and residential care homes towards greater care in the community. The provision of this care is increasingly being outsourced by local councils and health authorities to the private sector, generating significant opportunities for growth.

The home care business will utilise MITIE’s expertise in developing and motivating a large and diverse team of people and will benefit from both innovations in quality and the use of technology and efficiencies that can be introduced from MITIE’s existing infrastructure. MITIE intends to support the public provision of integrated healthcare by working with the NHS and local authorities to combine community based rehabilitation, elderly and long term care with social care functions.

MITIE has created a dedicated Health Advisory Board to develop the strategic direction of its healthcare offering. The board will comprise Dr Andy Dun, Managing Director of Enara, two MITIE representatives and three independent, non-executive directors who bring extensive experience of the healthcare sector. The independent directors include Edward Lavelle (former regulatory operations director of Monitor, the independent regulator of NHS foundation trusts) and James Barlow (Professor of Technology and Innovation Management Healthcare at the Imperial College London Business School).

Ruby McGregor-Smith CBE, Chief Executive of MITIE, said: “We are delighted to have made this strategic acquisition, which establishes us as a market leader in home care. Enara will provide us with a step-change in our service proposition as well as a platform to grow in the wider healthcare sector. We welcome Enara’s people to MITIE.”

Dr Andy Dun, Managing Director of Enara, said: “Enara has been providing high quality home care in the UK since 1996 and we are very proud of our excellent reputation with the people we care for and their families. We look forward to developing the business and working as part of MITIE.”

UK, Bristol

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Energy Assets Group acquires Gazprom Global Energy Solutions

October 12, 2012 — Fusion DigiNet

Energy Assets, a large independent provider of gas metering services to the UK Industrial and Commercial market, is to acquire Gazprom Global Energy Solutions Limited (GGES) for an enterprise value of £13.5m. GGES is a wholly owned subsidiary Gazprom Marketing & Trading Ltd. The deal comprises of an initial cash consideration of £6.0m, potential cash earn-out payment of £3.0m (payable dependent upon the level of data logger installations carried out by Energy Assets) and existing GGES debt of £4.5m that is to be refinanced upon acquisition.

Based in Manchester, GGES is part of the Gazprom group, one of the world’s largest energy companies, and provides fully integrated Metering, Automated Meter Reading (“AMR”) and Siteworks services to gas suppliers and blue-chip clients across the I&C sector. GGES manages a portfolio of approximately c.27,000 data points across gas, water and electricity sectors. When combined with Energy Assets’ existing portfolio of c.21,000 data loggers.

Completion of the GGES acquisition will significantly enhance each of the Energy Assets business divisions, providing additional scale and expertise to the Group whilst formalising the metering and technical services’ relationship built with Gazprom Energy over time. The acquisition brings with it GGES’s AMR technology for both gas and water applications, low power radio data collection technology and a range of products and IP. Gazprom will retain the rights to use the IP in the AMR technology in Russia, Germany and the FSU countries.

The acquisition of GGES also includes a Meter Asset Management (MAM) agreement that will see Energy Assets appointed as the primary Meter Asset Manager for Gazprom Energy’s UK portfolio. The deal also provides Energy Assets with an exclusivity period during which it will install new metering assets and undertake meter exchanges across Gazprom Energy’s existing and new UK portfolio as it seeks delivery of its advanced metering strategy in line with the Department of Environment and Climate Change proposals and its customers’ energy management needs.

Energy Assets currently manages a portfolio of c.53,000 meters in the I&C sector, and as such, completion of this metering programme has the potential to more than double the current Energy Assets portfolio.

In addition to the metering agreement, the acquisition provides for Gazprom Energy and Energy Assets to work in partnership to provide both AMR and Siteworks through a separate, exclusive, AMR and Siteworks agreement.

Transaction consideration will be funded from the £11.7m of net proceeds raised from the Group’s flotation on the London Stock Exchange in March this year, in line with the stated IPO strategy of pursuing attractive opportunities such as this large-scale meter installation programme.

For the year to 31 December 2011, GGES generated revenues of £5.1m and profit before tax of £0.2m, which is reported after the deduction of intra-group charges. The directors believe that combining the resources of both businesses will further enhance earnings expectations for financial year 2013/14 onwards.

At that date GGES had gross assets of £6.5m.

Phil Bellamy-Lee, Chief Executive of Energy Assets, said, “I am delighted to announce the acquisition of Gazprom Global Energy Solutions from Gazprom Marketing & Trading Ltd, one of the fastest growing energy companies in Europe. This transaction provides Energy Assets with a fantastic opportunity to continue the development of the long standing relationship between the two companies and is a significant step in the delivery of Energy Assets’ strategy to increase meter asset management and ownership as set out at the time of the IPO.

UK, Scotland, Livingston

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Utilitywise acquires Clouds Environmental Consultancy Limited

October 2, 2012 — Fusion DigiNet

Utilitywise, a leading independent utility cost management consultancy which was admitted to AIM on 12 June 2012,has acquired independent energy consultancy Clouds Environmental Consultancy Limited.

Clouds, based in Portsmouth, is an independent consultancy specialising in energy management services which are designed to help clients identify areas of potential energy and cost savings. Its team of highly qualified energy consultants helps businesses effectively manage their clients’ energy and environmental impact and, in so doing, improve resource efficiency and reduce business overheads. The Clouds team will continue to operate from Portsmouth and will provide Utilitywise with additional technical capabilities for its suite of energy management products.

The total consideration is for a maximum of £985,000 with an initial £600,000 paid on completion, (subject to adjustment on the basis of completion accounts) with the balance of up to £385,000 payable over the next 12 months, depending on certain EBITDA targets being met. The acquisition will be financed equally from the Company’s cash resources and through the issue of new ordinary shares in Utilitywise.  Clouds reported revenue of £945,000 and EBITDA of £185,000 in the year ending 30 April 2012.

With capacity to grow the Clouds team, the acquisition will provide Utilitywise with a new base from which to address the South of England, and further extends its coverage of the UK market. Clouds has a range of products and services which complement and extend the existing Utilitywise offerings in the areas of legislative Compliance, Auditing and Surveying and Feasibility and Design. They have an established market presence in both the public and private sectors and will bring to Utilitywise an extensive customer base, including customers such as British Airways, Telefonica O2, Eli Lilly, Thales, NHS Heath Trusts and The National Gallery

Geoff Thompson, Chief Executive of Utilitywise, commented, “We are pleased to have completed our first acquisition since admission to AIM in June 2012.  It has been our stated strategy to complement our organic growth with acquisitions that enhance and broaden our products and services. We have followed Clouds’ progress for many years and I am confident that their team of market leading energy consultants, strong customer base and geographic platform will be of great long term benefit to Utilitywise.”

UK, South Shields and Portsmouth

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Bglobal acquire Draig Technology Limited

September 24, 2012 — Fusion DigiNet

Bglobal plc, a provider of smart energy solutions and services to the UK energy market,  has acquired, through its subsidiary Utilisoft Limited, Draig Technology Limited, a business supplying billing and CRM software to independent electricity supply companies.

The consideration for Draig is £675,000 payable in cash on completion to the vendor, Richard Sheppard, who will remain with the Group for six months. In the 12 months ended 31 May 2012, Draig had revenues of £434,724.

Draig is based in Bangor, North Wales and develops and supplies software products including the Futura Utilities Billing and uCRM configuration of Microsoft Dynamics CRM that is already being sold by Utilisoft as part of its solutions to key customers.

Commenting on the acquisition of Draig, Group Chief Executive Tim Jackson-Smith said: “I am delighted to welcome Draig into the Bglobal group of companies. We know from talking to our key customers that the ability to offer a flexible, fully integrated billing and PAYG solution is of major strategic importance to them and the skills, experience and IPR that we acquire as a result of this deal mean we are in a strong position to offer a class leading solution to our customers.

UK, Darwen, Lancashire

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CG acquires Technology leader in Smart Grid Automation – ZIV Group

July 30, 2012 — Fusion DigiNet

Crompton Greaves Ltd (CG) has acquired 100% of ZIV for an Enterprise Value equivalent to €150 million. ZIV is a provider of digital equipment for Grid Automation and Advanced Metering Infrastructure (AMI). ZIV operates in more than 50 countries, with major operations located in Brazil (Rio de Janeiro), India (Bangalore), Spain (Madrid, Barcelona, Bilbao) and the USA (Chicago). ZIV, created in 1993, has installed more than 1.4 million IEDs for Utilities and Industries across the world.

CG is a leader in electrical transmission and distribution equipment with significant market share in the Americas, Europe, the Middle East, India and South East Asia. In previous years, CG has been expanding its activities into the systems arena, providing integrated solutions for utilities and industries. ZIV will complement CG’s offering for Grid Automation, further enhancing its differentiated offering in its core businesses.

In addition, the ZIV smart grid platform will be the basis for rapid expansion across Europe, India and the Americas.  ZIV  has  delivered  one  of  the largest  and cost-effective smart grid projects in Europe, with over 500000 connection points, providing integrated solutions, from smart metering, through two-way communication infrastructure to innovative distribution automation.

Mr Norberto Santiago Elustondo, CEO of ZIV, commented: “We feel very confident about the next phase of our relationship with CG as we know very well our colleagues as a result of the Joint Venture in India. This development will be a catalyst to grow the ZIV activities in new parts of the World Market. By this fusion with CG, together we will get the most from ZIV’s innovative technology”.

Commenting on the acquisition, Mr. Laurent Demortier, CEO & Managing Director of CG said: “We are very happy to welcome all ZIV employees into the CG family. We have been working with ZIV for some time and are impressed by not only the technology and track record in the development of Smart Grid Solutions but also by the creativity and dynamism of the entire staff. This acquisition opens a new chapter in the development of the CG Group. With the exciting growth in the Smart Grid around the World, CG is now well positioned to effectively compete in this fast growing segment.”

India, Mumbai
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RPS acquires Australian consulting firm Manidis Roberts for up to A$30M

July 19, 2012 — Fusion DigiNet

RPS Group plc has acquired Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30 million (£19 million).

Founded in 1988, MR is an environmental and project management consultancy headquartered in Sydney.   It currently employs about 90 staff and has developed a significant profile based upon the successful delivery of complex infrastructure projects.  These often last several years, providing long term revenue streams.  MR has particular expertise in the water, transport and power supply sectors, all of which are expected to grow in coming years. MR will further expand the RPS presence in New South Wales, complementing the skills of our urban planners, water, environmental and cultural heritage specialists and surveyors based in Sydney and Newcastle.

In the year ended 30 June 2011 the audited accounts for MR show revenues of A$27.2 million (£18.0 million, at an exchange rate of A$1.51 to £1) and profit before tax of A$5.8 million (£3.8 million).  Based on unaudited management accounts up to 31 May 2012 and an estimate of performance in June 2012, the revenue up to 30 June 2012 was in the order of A$23.7 million (£15.7 million) and profit for that period (after adjusting for non-recurring costs) was approximately A$5.2 million (£3.4 million).  Gross and net assets at 30 June 2012 were approximately A$ 9.4 million (£6.3 million) and A$6.4 million (£4.2 million) respectively.

RPS has acquired the entire share capital of MR for a maximum total consideration of A$£30 million (£19.9 million), all payable in cash.  Consideration paid at completion was A$18 million (£11.4 million), funded from the Group’s existing resources.  Subject to certain operational conditions being met, two further sums of A$6 million (£4.0 million), will be paid on the first and second anniversaries of the transaction.  If these operational conditions are not met, the deferred payments will not be made for 10 years.  The deferred amounts include the payment of market rate interest.  The vendors of the business are directors, staff and former staff.  The director and staff vendors are remaining with RPS.

Alan Hearne, Chief Executive of RPS, commented, “Although parts of the Australian economy are still feeling the effects of the global financial crisis, the RPS board continues to see selective investment in our Australian business as an attractive part of our strategy.  MR has an impressive track record and profile in markets likely to expand in coming years, particularly the provision of water, transport and power supply infrastructure.  We also see significant opportunities to introduce their skills to the energy infrastructure markets on both the east coast and in Western Australia”.

UK, London & Australia, Sydney

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Bglobal announces preliminary results for the year ended 31 March 2012

July 17, 2012 — Fusion DigiNet

Bglobal plc, the leading provider of smart metering solutions to the energy market has announced its preliminary results for the year ended 31 March 2012.

Highlights

  • Revenue of £18.41 million (2011: £28.99 million)
  • Recurring revenues increased by 29% to £9.21 million (2011: £7.14 million)
  • More than 175,000 smart meters now installed
  • DCDA revenues increased by 32% to £3.35 million (2011: £2.53 million)
  • Gross margins up to 60% (2011: 45%)
  • Adjusted EBITDA of £1.11 million (see note 1) (2011: £4.16 million) (see note 2)
  • Adjusted Operating profit £0.67 million (see note 3) (2011: £3.88 million) (see note 4)
  • Adjusted Profit before taxation of £0.62 million3 (2011: £3.81 million4)
  • Adjusted Profit after taxation of £1.18 million3 (2011: £3.10 million4)
  • Earnings per share 1.11p (2011: loss per share 1.51p)
  • Net cash generated from operations £1.87 million (2011: £2.32 million)

Notes

1 Before crediting £1.46 million contingent consideration adjustment and £0.04 million in relation to share based payments

2 Before charging £2.91 million contingent consideration adjustment, £0.19 million acquisition costs and £0.14 million in relation to share based payments

3 Before crediting £1.46 million contingent consideration adjustment, £0.04 million in relation to share based payments and before charging amortisation of acquired intangibles of £1.53 million

4 Before charging £2.91 million contingent consideration adjustment, £0.19 million acquisition costs, £0.14 million in relation to share based payments and amortisation of acquired intangibles of £1.28 million

Tim Jackson-Smith, Group Chief Executive of Bglobal, commented: “In the last 12 months the Group has focused on developing its Smart Meter Services Platform, including the ability to offer a SMETS compliant dual fuel metering system, and extending its reach into energy services. We have made great progress on both of these fronts and these initiatives have demonstrated the strengths that each part of our business has and how they set us apart from our competition.  The Group has maintained its market leading position in bringing new entrants into the UK energy market, having introduced three companies since the beginning of 2012. The Board is confident that the Group has the resources and ability to play a leading role in the foundation stage of the mass rollout of smart meters and, through the delivery of smart data, to work with our customers to help them use less and pay less for their energy.”

UK, Darwen, Lancashire

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PHSC plc to acquire QCS International

July 17, 2012 — Fusion DigiNet

PHSC plc, the Aylesford-based provider of health, safety and environmental services to corporate and public sector clients, is to acquires QCS International Limited (QCS). The acquisition will complete on 31 July 2012.

QCS is a company incorporated in Scotland, and was established in 1987. The company specialises in quality, environmental, and health and safety management systems and assists organisations by providing practical support and training in systems such as ISO 9001, ISO 14001, OHSAS 18001 and ISO 13485.

QCS achieved adjusted operating profits of approximately £100,000 in the year to April 2011 according to unaudited management accounts that have been substantiated as part of the due diligence process. The consideration payable will be £160,000 in cash, together with the issue of 79,186 new ordinary shares in the capital of the Company at completion, £160,000 on the first anniversary and a final payment of between £40,000 and £80,000 two years after completion, subject to certain targets being achieved.

The cash and cash-equivalent net assets of QCS will be purchased £ for £ after the preparation of completion accounts. Application will be made to the London Stock Exchange for the 79,186 new ordinary shares to be admitted to trading on AIM, with admission expected to take place on 1 August 2012. Following admission of the new ordinary shares, PHSC will have a total of 10,461,159 ordinary shares in issue.

The acquisition of QCS will enable the Group to offer a number of new services. It will also help to expand the Scottish marketplace for the Group, in that QCS will be able to introduce all of the Company’s services to their existing clients.

One of the Company’s existing subsidiaries, Quality Leisure Management Limited, already has a strong client base in Scotland. While around 20 percent of QLM’s customers are in Scotland, clients are currently serviced from personnel based in England. The acquisition will enable QLM to run a satellite operation from QCS’ Scottish offices.

Rosalynne Shields, currently Commercial Director of QCS, is to become Managing Director upon completion and to remain with QCS for a minimum of two years. She will replace Mike Izon, who will resign from the board and leave the company. All other QCS personnel will stay in post, and the company will continue to operate from its leasehold premises in Cumbernauld.

UK, Aylesford & Cumberland

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Hellman & Friedman takes controlling stake in Wood Mac

July 4, 2012 — Fusion DigiNet

Private equity group Hellman & Friedman is to take a majority stake in energy analysis group Wood Mackenzie in a deal that values the company at £1.1 billion pounds ($1.7 billion). Wood Mac produces research on the oil, gas, metals and power markets

Vendor Charterhouse will retain a 13 percent interest. The sale means Charterhouse has seen its initial investment double in value, having repaid nearly £150m of the £420m debt it used to acquire Wood Mackenzie from Candover for £553m in 2009.

Hellman & Friedman will take a 63 percent stake in the business, while Wood Mackenzie’s management and staff will hold a 24 percent interest in the company.

Wood Mac’s management and staff led by Chief Executive Stephen Halliday will hold a 24 percent equity stake in the company, valued at 132 million pounds under the Hellman deal.

Wood Mac is projected to make EBITDA of 88 million pounds in 2012, rising to 100 million in 2013.

UK, Edinburgh, Scotland

 

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