Brockhaus Capital Management AG / Key word(s): Takeover/Forecast
16-Jun-2021 / 03:03 CET/CEST
BCM AG signed purchase agreement to acquire majority stake in digital B2B leasing platform Bikeleasing – Forecast for fiscal year 2021 significantly increased
Frankfurt am Main, June 16, 2021. Brockhaus Capital Management AG (BKHT, ISIN: DE000A2GSU42, “BCM AG”) has signed a purchase agreement today for the acquisition of a majority stake in Bikeleasing-Service GmbH & Co. KG (“BLS” or together with its affiliated companies “BLS Group”).
As part of the transaction, the current managing shareholders retain a significant stake in BLS through a re-investment in the acquisition company. In addition, it is planned that the founders also invest at the level of BCM AG by way of a capital increase through contribution in kind. Taking into account this re-investment, BCM AG will approximately hold a 60% share in the acquisition company.
Based on an enterprise value of BLS Group of approximately € 300m and subject to typical price adjustment mechanisms at closing of the acquisition, the purchase price attributable to BCM AG amounts to approximately € 167m. This is to be financed from available cash as well as through a capital increase with shareholders’ subscription rights, which is expected to be carried out in the second half of this year. BCM AG reserves the right to decrease its stake in the acquisition company to 50.1% in favor of co-investors and to secure parts of the purchase price via bridge financing.
The closing of the transaction is subject to financing as well as a number of closing conditions. Since Hofmann Leasing GmbH, a leasing company, is part of BLS Group, the transaction requires, among other things, the successful completion of ownership control procedures by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).
Established in 2015, BLS (www.bikeleasing.de), together with its subsidiaries, operates a leading digital B2B leasing platform for green assets. The business model is based on the highly automated management of company bike leasing contracts, which allows employees of a company to obtain bicycles and e-bikes by way of gross salary conversion and therefore benefit from a tax subsidy. The complete process, from onboarding of the B2B customer, employees ordering the bicycle from retailers, through to the processing of damage claims is carried out via the inhouse digital platform or mobile app. As innovation leader in the company bike market, the company has recorded strong and highly profitable growth since its foundation and was able to continuously increase its market share. Beyond company bikes, the existing digital platform and broad customer base can be expanded to include other leasing objects, paving the way to evolve into a fully comprehensive social benefits platform.
As a result of the acquisition, BCM AG is raising its forecast significantly and now expects for fiscal year 2021 pro forma revenue of between €120m and €130m and an adjusted EBITDA (pro forma) of approx. € 34m (adjusted EBITDA margin between 26% and 28% pro forma). This forecast is subject to considerable uncertainty, as mid-sized BLS Group has until now reported in accordance with German GAAP (HGB) and a reconciliation of the financials to IFRS is necessary. Leases in particular usually lead to substantial accounting adjustments when presented in accordance with IFRS. The forecast is therefore subject to the yet to be finalized reconciliation to IFRS.
The forecast performance indicators are pro forma values. This means that earnings of the Group are presented as if the acquisition had already taken place on January 1, 2021. For definitions of alternative performance measures, please refer to page 73 of the 2020 Annual Report of BCM AG, which can be found at https://ir.bcm-ag.com/websites/brockhaus/English/3000/publications.html.
Brockhaus Capital Management
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