Vectura case study

Carnegie adviser to the Kingdom of Sweden in the divestment of Vectura Consulting

Carnegie was sole financial adviser to the Kingdom of Sweden in the divestment of Vectura Consulting to Sweco for a total consideration, including net interest bearing cash in the company, of SEK 927 million. The consideration represented LTM multiples of about 19x and 55x on EV/EBITDA and EV/EBITA, respectively. 

Vectura, which was established in 2009 through a merger of the consultancy organizations within  the Swedish Road and Rail Administrations, has transformed from being part of two state owned authorities to the leading provider of technical consulting services regarding transportation infrastructure, such as railroads and highways, in Sweden. Despite going through a profound transformation, Vectura has managed to grow net sales at a 7% CAGR during the last four years. In 2012, Vectura had net sales of SEK 1,327 million and EBIT of SEK 32 million. At the end of the first quarter of 2013, Vectura had 1,254 employees.

Following Carnegie’s extensive experience in the sector, derived from i.a. the divestments of Carl Bro and Energo, Carnegie led a focused auction process with firm deadlines in all stages. There was strong interest from several local and international industrial parties, which all invested significant resources in pursuing the sales process. 

The process was executed with an extremely tight time table – three months from kick-off to signing. The process was characterized by a seller that was unwilling to take on any transaction related risk (including representations and warranties in the purchase agreement), and consequently extensive due diligence requirements from the buyers in order for them to identify and price transaction risks, and more importantly prepare for a smooth integration process in the event of a successful final bid. Over a period of four weeks, Carnegie facilitated approximately 100 individual meetings between members of Vectura’s management and potential buyers, and processed some 1,100 questions in the data room. Prior to final bids, all buyers had to agree to the seller’s purchase agreement, submit a thorough merger control analysis and complete a questionnaire on corporate conduct and compliance.

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