Acuren Corporation and NV5 Global, Inc. Announce Merger with $2 Billion Combined Revenue
- Merger creates leading global Testing, Inspection, Certification and Compliance (“TICC”) and
- Expanded services to broader customer base resulting in enhanced growth opportunities for both businesses
- Transaction expected to be immediately accretive to
-
NV5 stockholders will receive
$23.00 per share consisting of$10.00 in cash and$13.00 in shares ofAcuren common stock at closing, subject to adjustment as described below, which represents a 32 percent premium to NV5’s 30 day VWAP as ofMay 14, 2025 . -
The total consideration for NV5 is approximately
$1.7 billion , representing approximately 10.3x 2025E consensus adjusted EBITDA. -
Upon closing of the transaction, current
Acuren stockholders will own ~60%, and current NV5 stockholders will own ~40% of the combined company, subject to adjustment based on the price ofAcuren shares at closing. The combination creates a global TICC and engineering services company with$2 billion+ of combined revenue and a portfolio of recurring, anti-cyclical industrial and engineering tech-enabled services. -
The merger is expected to be immediately accretive to
Acuren stockholders, with further value creation potential to come from an estimated$20 million in near-term cost synergies along with substantial potential long-term revenue synergy opportunities. -
Combined 2024 adjusted EBITDA of approximately
$350 million post synergies creates long-term opportunity to strengthen the combined company further through organic growth and continued accretive acquisitions. -
Dickerson Wright , Executive Chairman and Founder of NV5, andBen Heraud , CEO of NV5, are expected to join the Board ofAcuren along with one additional mutually agreed independent director.
Transaction Summary
Under the terms of the definitive merger agreement with NV5 (the “Merger Agreement”), for each of their shares of common stock, NV5 stockholders will receive
The actual number of shares of
The cash portion of the acquisition will be funded by a fully committed
The transactions are subject to approval by stockholders of both
Advisors
Investor Call Details
To listen to the call by telephone, please dial 877-407-0789 or 201-689-8562. You may also attend and view the presentation via webcast by accessing the following URL:
https://viavid.webcasts.com/starthere.jsp?ei=1715442&tp_key=008473ca2a
About
About NV5
Caution Concerning Forward-Looking Statements
Certain statements in this press release concerning the Merger Agreement between NV5 and
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that stockholders of NV5 may not approve the Merger Agreement or stockholders of
Additional factors that could cause results to differ materially from those described above can be found in NV5’s Annual Report on Form 10-K for the year ended
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither NV5 nor
Participants in the Merger Solicitation
NV5,
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Important Additional Information Regarding the Transaction Will Be Filed With the
In connection with the Transaction,
Non-GAAP Financial Measures
This press release contains Combined revenue and Combined Adjusted EBITDA which are non-
The combined financial information of the Company and NV5 is not in accordance with GAAP and is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the periods presented, nor the impact of possible business model changes. Combined financial information consists of the mathematical addition of selected financial data of the Company and NV5. Such presentation is not in accordance with Article 11 of Regulation S-X and may differ from the pro forma presentation to be included in the Registration Statement and other materials when they are filed with the
As used in this press release, EBITDA is defined as earnings before interest, taxes, depreciation and amortization and Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue. Combined Adjusted EBITDA is defined as Adjusted EBITDA for NV5 and the Company for the periods presented.
|
Year ended
2024 |
||
|
$ |
633,866 |
|
|
|
463,527 |
|
Total combined |
|
1,097,393 |
|
NV5 Revenue |
|
941,265 |
|
Total |
$ |
2,038,658 |
1. |
The |
|
2. |
The |
|
Acuren Successor period |
2024 |
|||
Net income (loss) |
$ |
(105,452 |
) |
|
Benefit for income taxes |
|
(5,256 |
) |
|
Interest expense, net |
|
31,061 |
|
|
Depreciation and amortization expense |
|
47,313 |
|
|
|
|
|||
Acuren Predecessor period |
|
|||
Net income (loss) |
|
(15,703 |
) |
|
Provision for income taxes |
|
3,243 |
|
|
Interest expense, net |
|
39,379 |
|
|
Depreciation and amortization expense |
|
45,777 |
|
|
|
|
|||
Acuren Adjustments - |
|
|||
Pre-ASP Acuren seller-related expenses and stock compensation(1) |
|
29,477 |
|
|
One time non-cash equity charges(2) |
|
69,821 |
|
|
Acquisition related transaction and integration expenses(3) |
|
2,878 |
|
|
ASP |
|
41,202 |
|
|
Non cash stock compensation expense(5) |
|
2,152 |
|
|
Other non-recurring charges(6) |
|
790 |
|
|
Adjusted EBITDA for the |
$ |
186,682 |
|
|
Adjusted EBITDA margin for the |
|
17.0 |
% |
1. |
Adjustment to add back expenses related primarily to the previous owner’s compensation, stock incentive plans and debt extinguishment costs. |
|
2. |
Adjustment to add back the one time non cash stock compensation expenses for Founder Preferred Shares and independent director stock options for which the performance target was achieved when the acquisition of ASP Acuren occurred. |
|
3. |
Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren. |
|
4. |
Adjustment to add back the transaction related expenses for the ASP Acuren acquisition. |
|
5. |
Adjustment to add back stock compensation expense. |
|
6. |
Adjustment to add back other non-recurring charges including restructuring charges, IT development charges and certain gains, losses and balance adjustments. |
|
7. |
The combined financial information for the year ended |
|
8. |
The Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by combined revenues for the 2024 period and divided by revenues for the 2023 period. |
|
NV5 |
Year ended
2024 |
|||
Net income (loss) |
$ |
27,979 |
|
|
Income tax benefit |
|
(1,726 |
) |
|
Interest expense |
|
17,181 |
|
|
Depreciation and amortization expense |
|
66,611 |
|
|
Stock-based compensation |
|
25,981 |
|
|
Acquisition-related costs(1) |
|
7,458 |
|
|
NV5 Adjusted EBITDA 2024 |
$ |
143,484 |
|
1. |
Acquisition-related costs include contingent consideration fair value adjustments |
|
Year ended
2024 |
|||
|
$ |
186,682 |
|
|
NV5 adjusted EBITDA(1) |
|
143,484 |
||
Total |
|
330,166 |
|
|
Estimated synergies |
|
20,000 |
|
|
Total |
$ |
350,166 |
|
1. |
NV5’s fiscal year-end is |
|
2. |
The presentation of the combined financial information of |
View source version on businesswire.com: https://www.businesswire.com/news/home/20250515498193/en/
Investor Relations Contacts
Email: IR@acuren.com
NV5:
Vice President, Marketing & Investor Relations
Tel: +1-954-637-8048
Email: ir@nv5.com
Source: