An upside to Brexit for the - consolidating TIC market - Oaklins

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An upside to Brexit for the - consolidating TIC market - Oaklins
An upside to Brexit for the
consolidating TIC market
SPOT ON | TESTING INSPECTION & CERTIFICATION | Q1 2019

WHAT'S BEEN HAPPENING AND WHAT'S NEXT
                                                                                          “Brexit could have a large
The global M&A market for testing,        We also still see an ongoing interest
inspection and certification (TIC)        of private equity in the market. Strong          impact on international
companies continues to be booming,        and resilient industry fundamentals—            TIC activities. It might be
thanks to strong fundamental growth       including relatively high margins             possible that UK certificates
drivers such as globalization, stricter   combined with relatively low capital
regulations and an increased focus on                                                    cannot be placed in the EU
                                          expenditures, and significant revenue
safety and quality control.
                                          visibility driven by an ongoing increase       market, and the other way
Consolidation is still one of the key     in regulation—make this a popular              around, unless re-tested or
drivers in the global TIC market,         sector for financial investors. The wide     re-certified.This could mean a
mainly driven by the top 10 largest       availability of low-cost and flexible debt
                                                                                       sharp increase of TIC activities
TIC players but also by mid-sized         further drives the overall M&A market.
companies. Over the last few                                                            related to trade between the
years, Eurofins has been one of the       Another hot topic is the ongoing                    EU and the UK.”
largest consolidators in the industry,    discussion about Brexit, which could
completing 50 transactions in 2018.       have a large impact on international              ARJEN KOSTELIJK
However, in a press release dated         TIC activities. Negotiations on the             OAKLINS TIC SPECIALIST
6 March 2019, Eurofins stated that, for   conditions of Brexit are well underway.      AMSTERDAM, THE NETHERLANDS
the coming period, the company will       Whether or not arrangement can be
increasingly focus on the integration     agreed for Notified Bodies and their
of the many add-on acquisitions it has    customers is yet unclear. In the event
completed and related operational         of a so-called hard Brexit, or the
performance optimization. After an        absence of a transition or full UK-EU
exceptional level of over US$800m         treaty, it might be possible that UK and
in revenues added in 2017 and 2018,       EU Notified Bodies’ certificates will not
Eurofins intends to be very selective     be mutually recognized or deemed
and will focus on deleveraging.           valid. Products inspected, tested or
As such, we expect to see a lower         certified by a UK Notified Body cannot
number of Eurofins transactions in the    be placed in the EU market unless
coming months, which could provide        re-tested/re-certified by an EU Notified
room for other consolidators.             Body. This would mean a sharp
                                          increase in TIC activities related to
                                          trade between the EU and the UK.
An upside to Brexit for the - consolidating TIC market - Oaklins
Developments
For the TIC Q1 2019 newsletter, we have screened the last two quarters (October 2018–March 2019)
for TIC-related transactions.

We have divided 15 notable transactions into three different groups:

1. FOOD AND ENVIRONMENTAL

ͽͽ In February 2019, Broodstock                   and intolerances, for an undisclosed          nutritional and functional medicines,
   Capital, a Norway-based private                consideration                                 for an undisclosed consideration. The
   equity firm, acquired Åkerblå, a            ͽͽ In December 2018, Normec Group,               acquisition is in line with Metagenics
   Norway-based provider of consulting            a Netherlands-based company                   Belgium’s strategy of creating a
   and certification services for the             that provides testing, inspections,           presence in all European countries
   fish health, environment and                   certification and compliance services,     ͽͽ In October 2018, Eurofins
   technical operations industries, for           and a portfolio company of US-                Scientific, a listed Luxembourg-
   an undisclosed consideration. With             based private equity firm Summit              based provider of analytical testing
   the support of Broodstock Capital,             Partners, acquired a 75% stake in             services, acquired TestAmerica
   Åkerblå will be able to strengthen its         Servaco Food Control, a Belgium-              Laboratories, a US-based provider
   service offering and expand into new           based laboratory that specializes in          of environmental testing services,
   markets, thereby accelerating overall          nutritional analysis, for an undisclosed      for a total consideration of US$175m
   business growth                                consideration                                 (approximately 0.8x 2018 revenue).
ͽͽ In December 2018, Pike Street               ͽͽ In October 2018, Metagenics                   With this acquisition, Eurofins will
   Capital, a US-based private equity             Belgium, a Belgium-based                      enlarge its footprint and complement
   firm, acquired an undisclosed majority         manufacturer and distributor of food          the service offering of Eurofins
   stake in US BioTek Laboratories,               supplements, acquired a 71% stake             Scientific’s environmental testing
   a US-based provider of testing                 in Bionutrics, a Belgium-based                business in the US1
   services for food-related allergies            provider of laboratory services for

1
    Closing of transaction is still pending.

OAKLINS – Spot On · Testing, Inspection and Certification · Q1 2019                                                                  2
An upside to Brexit for the - consolidating TIC market - Oaklins
Dev elo p m e n t s

2. BUILDING, INDUSTRIAL AND
PRODUCTS

ͽͽ In January 2019, Applus Services, a                            a US-based provider of technology-                      ͽͽ In October 2018, Caisse de Dépôt et
     listed Spain-based testing, inspection                       based non-destructive testing                              Placement du Québec, a Canada-
     and certification company, acquired                          solutions, acquired Onstream                               based investment firm, acquired a
     Talon Test Laboratories, a US-                               Pipeline Inspection Services, a                            minority stake in Biogroup-LCD, a
     based aerospace testing firm, for                            Canada-based provider of pipeline                          France-based network of medical
     an undisclosed consideration. The                            inspection and data analytics                              laboratories, for a total consideration
     deal strengthens Applus Services’                            services, for a total consideration                        of US$206.9m. Biogroup-LCD is a
     presence in the US aerospace sector,                         of US$143.3m (9.0x 2019E EBITDA).                          consolidator in the French medical
     broadening both its network and its                          The acquisition will allow Mistras to                      laboratory market, with two related
     product offering                                             diversify its business and accelerate                      acquisitions in December 2018
ͽͽ   In October 2018, Wärtsilä                                    its growth in the midstream market                      ͽͽ In October 2018, Unilabs, a
     Corporation, a listed Finland-based                                                                                     Switzerland-based diagnostics
     manufacturer of power generation                                                                                        company engaged in the provision
     and marine propulsion equipment,                         3. HEALTHCARE                                                  of laboratory medicine and radiology
     acquired Burriel Navarro, a                                                                                             services and a portfolio company of
     Spain-based company providing                            ͽͽ In January 2019, Sonic Healthcare,                          Apax Partners, a UK-based private
     underwater maintenance and                                  a listed Australia-based company                            equity firm, acquired SFMTBIO,
     inspection machinery services, for an                       engaged in providing laboratory and                         Laboratoire de Biologie Medicale
     undisclosed consideration                                   radiology services, acquired Aurora                         Polibio and Biopath Laboratories,
ͽͽ   In January 2019, Premier Technical                          Diagnostics, a US-based provider of                         three France-based medical
     Services, a UK-based company                                diagnostic, prognostic and therapeutic                      biology laboratory operators, for an
     engaged in providing access and                             information and services, for a total                       undisclosed consideration
     safety services, acquired Trinity                           consideration of US$540m (9.2x pro-
     Fire and Security Systems, a UK-                            forma 2018 EBITDA). The transaction
     based company engaged in testing,                           will help Sonic Healthcare to expand its
     maintenance and installation of fire                        US business footprint and will further
     and security systems, for a total                           extend Sonic Healthcare’s presence
     consideration of US$20.3m (10.5x 2018                       in anatomical pathology. With this
     EBITDA). The acquisition will enhance                       acquisition, Sonic Healthcare benefits
     Premier Technical Services’ existing                        from the consolidation of the North
     fire solutions offering. In October                         American medical laboratory market
     2018, Premier Technical Services                         ͽͽ In October 2018, Cobepa, a Belgium-
     also acquired Guardian Electrical                           based private equity firm, acquired
     Compliance, a UK-based electrical                           BioAgilytix Labs, a US-based
     testing and compliance company, for a                       bioanalytical testing laboratory
     total consideration of US$15.8m                             specializing in large molecule
ͽͽ   In January 2019, Bureau Veritas,                            bioanalysis, for an estimated
     a listed France-based company                               consideration of US$400m (40x 2017
     engaged in providing conformity                             EBITDA)
     assessment, compliance evaluation                        ͽͽ In October 2018, NeoGenomics,
     and certification services to various                       a US-based clinical laboratory
     industries, acquired Capital                                network engaged in cancer genetics
     Energy, a France-based provider                             diagnostic testing, acquired Genoptix,
     of consulting and support services                          a US-based company engaged in
     for white certificate projects,2 for                        providing oncology diagnostics
     an undisclosed consideration. The                           and informatics services, for a total
     acquisition will enable Bureau                              consideration of US$138.7m. The
     Veritas to expand its range of energy                       transaction allows NeoGenomics to
     efficiency services for the building                        have a comprehensive oncology test
     and industrial asset sector                                 menu and reach across all distribution
ͽͽ   In December 2018, Mistras Group,                            channels

2
    In environmental policy, white certificates are documents certifying that a certain reduction of energy consumption has been attained.

OAKLINS – Spot On · Testing, Inspection and Certification · Q1 2019                                                                                                    3
An upside to Brexit for the - consolidating TIC market - Oaklins
Market multiples and
valuation trends
CURRENT TRADING MULTIPLES
                                                                  25.9x

                                                                          19.9x

                                                                                                                15.0x                                                              15.2x
                                                                                                                     14.0x                                                                 14.3x
                                             13.3x                                  12.9x                                                                                                             13.3x
   12.5x                                              12.4x                                                                                                                                                   12.2x
           11.3x                                                                                11.2x
                                                                                                                                    10.2x 10.3x              10.3x 10.1x
                   9.5x
                             8.7x

                                               2018E                    2019E                Median 2018E (13.1x)                                  Median 2019E (11.8x)

HISTORICAL VALUATIONS (EV/EBITDA NTM)

 14.0x
 13.5x                                                                            2018e                                     2019e

ALS
 13.0x                                                                                       12.5                                   11.3
 12.5x Services
Applus                                                                                          9.5                                 8.7
 12.0x                                                                                                                                                                                                  11.5x
Bureau Veritas                                                                                13.3                                  12.4                                                           Median multiple
 11.5x
CTI                                                                                        25.9                                     19.9
 11.0x
Eurofins
 10.5x Scientific                                                                            12.9                                   11.2

Intertek
  10.0x Group                                                                                15.0                                   14.0
  9.5x
Laboratory Corporation of America Holdings                                                   10.2                                   10.3
 9.0x
Quest Diagnostics                                                                            10.3                                   10.1
     Jan-18 Feb-18                  Mar-18   Apr-18            May-18    Jun-18    Jul-18              Aug-18     Sep-18         Oct-18             Nov-18   Dec-18            Jan-19   Feb-19      Mar-19
SGS                                                                                          15.2                                   14.3

Sonic Healthcare                                                                              13.3                                  12.2

OAKLINS – Spot On · Testing, Inspection and Certification · Q1 2019                                                                                                                                                   4
         ALS

                     lus Services

                                                reau Veritas

                                                                        CTI

                                                                                       ns Scientific

                                                                                                                   ertek Group

                                                                                                                                           ca Holdings

                                                                                                                                                                 Diagnostics

                                                                                                                                                                                        SGS

                                                                                                                                                                                                         Healthcare
An upside to Brexit for the - consolidating TIC market - Oaklins
A bou t O a k l i n s

Decades of experience behind
the success of these deals:

Oaklins is the world’s most                                           OAKLINS TIC SPECIALIST & AUTHOR
experienced mid-market
M&A advisor, with 800
professionals globally and                                                                     ARJEN KOSTELIJK
                                                                                           Partner
dedicated industry teams in
                                                                                           Amsterdam, The Netherlands
40 countries worldwide. We have                                                            T: +31 61397 9718
closed over 1,500 transactions in
the past five years.

Oaklins disclaimer

This report is provided for information purposes only. Oaklins and its member firms make no guarantee, representation or
warranty of any kind regarding the timeliness, accuracy or completeness of its content. This report is not intended to convey
investment advice or solicit investments of any kind whatsoever. No investment decisions should be taken based on the contents
and views expressed herein. Oaklins and its member firms shall not be responsible for any loss sustained by any person who
relies on this publication.

© 2019 Oaklins. All rights reserved.

Oaklins is the collective trade name of independent member firms affiliated with Oaklins International Inc.
For details
OAKLINS   – of theOn
            Spot   nature  of affiliation
                     · Testing, Inspectionplease refer to www.oaklins.com/legal.
                                             and Certification · Q1 2019                                                         5
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