Scanship Holding ASA through its subsidiary Scanship AS ("Scanship") has today entered into a share purchase agreement ("Agreement") for the acquisition of ETIA Ecotechnologies ("ETIA" or the "Company").
Scanship and ETIA will jointly target all markets where pyrolysis can be deployed to convert organic waste, biomass, plastic and polymers into energy, fuels, biogenic materials or molecules for the purpose of decarbonizing energy, capturing carbon, valorising waste and creating end-of-waste solutions. The parties have the ambition to create a market leading supplier in the industries that will be addressed.
"Over the past years, we have built on Scanship's position as the preferred supplier of waste management and wastewater purification solutions for cruise ships, we have moved into aquaculture and now most recently, also will deliver our first full-scale land-based solution. We have proven our ability to integrate advanced technology in commercially attractive solutions and profitable deliveries. The acquisition of ETIA is a logical next step. With the broader technology portfolio of ETIA, we will now expand our offering of land-based solutions", says Henrik Badin, CEO of Scanship Holding ASA. He continues:
ETIA is European technology leader to valorise biomass residues and waste into renewable products, chemicals and fossil free energy through pyrolysis solutions. ETIA's proven solutions for turning waste into valuable green products and climate friendly energy fit well with our ambitions to become a leading player in the circular economy, both at sea and on land," says Henrik Badin, CEO of Scanship Holding.
"Circular economy has been a key motivating factor for ETIA since the company's inception in 1989. Like Scanship on marine applications, we have developed on-land compact solutions that capture valuable resources, prevent pollution and produce energy. Climate change and environmental issues must be addressed both on a global and local level, and our solutions can be adapted for both municipal and industrial applications. Scanship and ETIA share the same vision for the future, and we are impressed by Scanship's proven skills and competences for system deliveries. By joining forces, we are making our combined offering even stronger," says Dr. Olivier Lepez, Co-Founder and CEO of ETIA.
The transaction
Scanship AS has entered into the Agreement with all shareholders of ETIA, being LCFI (Olivier Lepez), SCFI (Philippe Sajet), FFBB Management SAS, Suez Ventures SAS, Marco Simeoni and Florent Bourgarel (the "Sellers") comprising 100% of the shares of the Company. The Agreement contains customary warranties and closing conditions.
The purchase price for 100 % of the shares of the Company is EUR 19.7 million (approximately NOK 196 million. At closing, contemplated to take place on or about 15 October 2019, Scanship shall settle the purchase price as follows:
- EUR 8,486,818 (approx. NOK 84,487,000) shall be paid in cash to the Sellers.
- EUR 4,179,000 (approx. NOK 41,602,000) in sellers' credit (vendor notes) payable by Scanship 9 months after closing. The vendor notes will have conversion rights, for the sellers, into Scanship Holding shares at a share price of NOK 19.33. The vendor notes shall be interest free.
- 3,888,041 shares in Scanship Holding (i.e. EUR 6,990,955,000 or approx. NOK 69,595,935 is settled by issuance of shares at the subscription price of NOK 17.90).
In order to be able to complete the transaction, the board of directors will call for an extraordinary general meeting with proposal that the general meeting resolves to authorise the board to issue the consideration shares described under (b), if any, and (c) above.
Strategic rationale
Scanship's rationale to acquire ETIA is a combination of access to proven technology that complements own technology and access to landbased markets. For ETIA, having developed technology ready for markets with huge demand, Scanship capabilities will enable a larger system offering and secure an efficient, industrialized and turn-key delivery model in the merged unit.
Description of ETIA
ETIA is a company created in 1989 by Olivier Lepez and Philippe Sajet, engineers and doctors in industrial processes, specializing in innovation, engineering, development and commercialization of thermal processes for the industry.
During the period from year 2000, the Company developed and patented a revolutionary and unique process for the heat treatment of powdered and lumped products consisting of a screw carrier which is heated by a low voltage electrical current. The process perfectly guarantees the control of the operating conditions of the treatment for both the temperature level and the residence time, allowing constant quality products to be obtained continuously.
The process was first applied to the treatment of food products (e.g. sanitization and toasting), but from approx. 2009 ETIA started to expand the application of the process to the enhancement of the non-edible parts of the food, residual biomass and waste, in products and fuels with high added value.
ETIA now offers a portfolio of innovative patented processes offering effective and efficient solutions for four major societal challenges:
- Sterilization of food products
- Valorisation of residual biomass in bio-based materials of interest and biogas
- Valorisation of wastewater treatment plant sludges in biocarbon and synthetic gas
- Valorisation of used and non-recyclable plastics in electricity, liquid and gaseous fuels
ETIA continues its development to provide solutions to the decarbonise industry. The ETIA group employs a total of 40 persons. The board of directors of the Company consists of Olivier Lepez, Phillippe Sajet, Marco Simeoni, Pierre-Yves Divet and Suez Ventures.
Scanship will on closing elect a new Board of Directors in the Company. Mr. Olivier Lepez and Mr. Philippe Sajet shall remain respectively President and General Manager of ETIA after closing.
The financial key figure results for the Company for 2016, 2017 and 2018 are (in MNOK):
| Year | Operation income | Operating profit [loss] | Result |
| 2016 | 77 | 0 | 3 |
| 2017 | 78 | (5) | (1) |
| 2018 | 117 | 5 | 5 |
(source; annual accounts for the Company prepared in accordance with French GAAP)
The financial key figures from the balance sheet for 2016, 2017 and 2018 are (in MNOK):
Assets:
| Year | Non-current assets | Current assets | Total assets |
| 2016 | 22 | 56 | 78 |
| 2017 | 31 | 105 | 136 |
| 2018 | 41 | 83 | 125 |
(source; annual accounts for the Company prepared in accordance with French GAAP)
Financing
| Year | Equity | Debt | Sum equity/debt |
| 2016 | 27 | 51 | 78 |
| 2017 | 57 | 78 | 136 |
| 2018 | 63 | 62 | 125 |
(source; annual accounts for the Company prepared in accordance with French GAAP)
The financial results of ETIA has in 2019 been in line with previous years.
Management of ETIA and subsidiary Ascodero will be included in the existing Scanship stock option program.
The CEO of Scanship, Mr. Henrik Badin and Dr. Olivier Lepez, Co-Founder and CEO of ETIA, will be presenting the transaction and be available for questions at 12.00 noon today at Hotel Continental.
Location: Hotel Continental, Stortingsgata 24, Oslo, Norway
For further queries, please contact:
Henrik Badin - CEO
Scanship Holding ASA
Tel: +47 90 78 98 25
Email: henrik.badin@scanship.no
ABOUT SCANSHIP HOLDING ASA
Scanship delivers world leading solutions for cleaner oceans in the Cruise and Aquaculture industries. Scanship provides advanced technologies for processing waste and purifying wastewater. Owners operating Scanship systems have the solution to convert all waste and wastewater into clean energy and purified water which meets the highest international discharge standards. Any residuals from the Scanship processes can be recovered for reuse.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
