Fusion Corporate Partners

RPS 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 equity 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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