Broodstock has sold its RAS supplier, VAQ, to Endúr

Broodstock has sold its RAS supplier, VAQ, to Endúr, creating the world’s leading provider of land-based aquaculture facilities. This merger between two prominent and complementary companies strengthens their position in the industry by increasing size and diversifying their project portfolio, which will greatly contribute to the further development of the industry.

Endúr ASA («Endúr») has entered into an agreement to purchase 100% of the shares in VAQ AS («VAQ») from majority owner Broodstock Capital and several employee minority shareholders (“The Sellers”), in a highly strategic and complementary transaction. The acquisition will increase Endúr’s capacities and broaden its service offering within land-based fish-farming, supporting what is expected to be a significant ramp-up in both project planning and build-outs over the coming years.
”VAQ represents a strong operational fit for Endúr and our subsidiary Artec Aqua. Integrating the RAS capabilities of VAQ allows Endúr to strengthen its market presence within land-based farming, by offering a complete suite of relevant technologies. We see this as an exciting opportunity for Endúr to add complementary technology competence and engineering capacity to our existing offering within this segment”, says Jeppe Raaholt, CEO of Endúr.

About VAQ
VAQ is a leading supplier of efficient land-based RAS fish-farming facilities, focusing on smolt and post-smolt. The company is a full-cycle provider, involved in all steps of the project, from pre-planning to design, component delivery to service and maintenance. VAQ is headquartered in Asker, and has additional offices in Trondheim and Ribe, Denmark. The company has ~50 employees and is expected to deliver approximately NOK 400 million in revenue for FY 2024 (FY 2023: 332 million), with an operating result (EBIT) in range of NOK 5-10 million (FY 2023: NOK 30 million).

Strategic rationale
VAQ’s RAS technology is highly complementary to the well-known Artec Aqua Hybrid SystemTM, provided by Artec Aqua. The acquisition secures an expanded portfolio, enabling cross-selling opportunities and increased after-market revenue potential. Additionally, Endúr secures strategical human capital growth through the ~50 skilled engineers in VAQ, allowing in-house project team scaling and reducing dependency on external resources. The acquisition is expected to yield substantial synergies across sales, customers, market and operational expenses over the coming years.

”We see significant potential in becoming part of Endúr and a larger organisation. We are particularly excited about the prospect of VAQ joining forces with Artec Aqua. Through its well-executed design and construction for Salmon Evolution, Endúr stands out as a preferred buyer. The amount of consideration shares reflects our strong belief in the future of both Endúr and VAQ, individually and together”, says Pål Kristian Moe, Chairman of the Board of VAQ.

Terms and financing
The transaction values VAQ at an equity value of NOK 115 million, based on an Enterprise Value excl. leasing liabilities (debt- and cash-free basis) of NOK ~95 million. Endúr will additionally, for the period from 1 November to closing, pay a locked box compensation of NOK 2.5 million.

The acquisition is fully financed through a cash payment of NOK 58.75 million and NOK 58.75 million in consideration shares. The considerations shares will be issued at price equal to VWAP for the last 25 days leading up to this announcement. The consideration shares issued to VAQ’s management and employee minority shareholders, will be subject to a 24 and 12-months lock-up, respectively. The consideration shares issued to Broodstock Capital will be subject to a 6-months lock-up. All sellers will receive a 50/50 split between cash payment and consideration shares.

VAQ will, following the acquisition, continue to operate as a separate legal entity under Endúr’s segment Aquaculture Solutions.

The transaction is expected to be completed by February 2025 and is subject to approval from The Norwegian Competition Authority («Konkurransetilsynet») and certain customary conditions.