Actera, Esas to sell U.N. Ro-Ro for 950 mln euros

DFDS has agreed to buy 98.8 percent of U.N. Ro-Ro for 950 million euros ($1.2 billion). Actera Group and Esas Holdings were the sellers. U.N. Ro-Ro, of Istanbul, operates five freight shipping routes in the Mediterranean between Turkey and the EU. Led by partner David Arnold and associate Amelia Doughty, Kirkland & Ellis advised Actera Group and Esas Holdings.

DFDS has today entered into an agreement to acquire 98.8% of U.N. Ro-Ro, Turkey’s largest operator of freight shipping routes connecting Europe and Turkey from Turkish private equity firms Actera Group and Esas Holdings.
“With the acquisition of U.N. Ro-Ro, we are expanding into one of Europe’s most attractive freight markets which is operationally similar to northern Europe. This gives us opportunity together with the existing strong management team to leverage our network, fleet, experience and skills to develop the business further while supporting the growth of U.N. Ro-Ro’s customers”, says Niels Smedegaard, CEO of DFDS.
“We are excited to become part of DFDS’ network and the development opportunities this brings to both our customers and employees. I am confident that the industry know-how, combined network capabilities, and the financial strength of our new shareholder will allow U.N. Ro-Ro to enhance the competitiveness of Turkish exporters and international logistics companies,” says Selçuk Boztepe, CEO of U.N. Ro-Ro.
Key acquisition terms 
DFDS will acquire U.N. Ro-Ro for EUR 950m (DKK 7.1bn) on a debt free basis, which will be mainly funded through committed debt financing.
The acquisition is expected to be earnings accretive already in 2018. U.N. Ro-Ro’s ROIC post acquisition exceeds DFDS’ cost of capital.
The transaction is subject to approval by the Turkish, Austrian and German competition authorities as well as Italian authorities in relation to the transfer of the Trieste terminal as a strategic asset. Closing of the transaction is expected to take place in June 2018.
Leading ferry operator connecting Turkey and EU
U.N. Ro-Ro operates five freight shipping routes in the Mediterranean between Turkey and EU: four routes connect to Italy and one to France. The routes carried 202,000 freight units in 2017 corresponding to a 34% share of the total market including land transport. By the end of 2017, U.N. Ro-Ro deployed 12 freight ferries with an average age of 11 years. All freight ships are built by the Flensburg shipyard, where also some of DFDS’ most modern and efficient Ro-Ro ships are built. 
In addition, U.N. Ro-Ro operates two port terminals and also provides intermodal solutions. For 2018, revenue of EUR 240m and EBITDA of EUR 97m are expected. The company has 500 employees.
Strategic rationale
DFDS believes that the acquisition of U.N. Ro-Ro provides significant value to its customers, employees and shareholders.
The acquisition expands DFDS’ route network to include the fast growing transport market between Turkey and EU. U.N. Ro-Ro’s business model of carrying un-accompanied freight units, mainly trailers, on ro-ro ships between Turkey and EU is identical to DFDS’ North Sea business model which will allow us to leverage our strong track record in this market.
Further, the integration of U.N. Ro-Ro into DFDS’ business model and systems is expected to offer a number of synergies and development opportunities:
• Expansion of services to existing and potential customers of both companies
• Platform for development of transport solutions in new regions
• Combined sales organisations
• Increased fleet allocation flexibility from larger combined fleet
Financing structure and capital distribution adapted to retain flexibility 
The Board of Directors has decided to terminate the current share buyback programme announced in Company Announcement No. 11/2018 and suspend the planned dividend of DKK 7.00 in August to maintain financial flexibility.
Further, in view of the planned fleet renewal, in both DFDS and U.N. Ro-Ro, and potential investment opportunities during the next 12-18 months, the Board of Directors recommends a share issue of approximately 5% of the current share capital  or DKK 1.0bn as part of the financing structure that otherwise consists of committed term loan financing.
An extraordinary general meeting will be held prior to closing of the transaction and the Lauritzen Foundation that holds 42% of DFDS’ share capital has confirmed their intention to participate pro rata in a share issue.
The Board of Directors expects to review the capital structure and hence capital distribution for 2019 in connection with the release of the Q4 and year-end report in February 2019.
The ratio between DFDS’ NIBD and EBITDA is expected to increase to around 2.5 upon completion of the acquisition, including the share issue, in line with DFDS’ targeted leverage ratio of between 2.0 and 3.0.
Outlook 2018
The Group’s revenue in 2018 is expected to increase around 8% (2%).
The outlook range for EBITDA before special items is DKK 3,000m-3,200m (2,650m-2,850m).
Investments are expected to amount to around DKK 5bn (1.1bn).

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