October 18, 2012 - Assignment

ÅF and Epsilon merge

ÅF and Epsilon have agreed to merge to create one of Northern Europe’s leading technical consultancy companies. Under the terms of the agreement, ÅF will acquire Epsilon for an initial purchase price of approximately SEK 1.7 billion (enterprise value) of which SEK 850 million will be paid in cash and the remainder will be paid in 5,985,915 newly issued B-shares in ÅF. There will also be an additional purchase price amounting to a maximum SEK 1.1 billion. The closing of the transaction is conditional upon approval from relevant competition authorities and the approval of an extraordinary shareholders’ meeting in ÅF to be held on 19 November 2012.

The ÅF Group is a leading technical consulting company based in Europe offering qualified services and solutions for industrial processes, infrastructure projects and the development of products and IT systems for clients all over the world. The ÅF Group has approximately 5,000 employees and had net sales over the last twelve months of approximately SEK 5.4 billion. ÅF is listed on NASDAQ OMX Stockholm.

Epsilon is one of Scandinavia’s leading consultancy companies within research and development with particular focus on product development for leading Swedish export companies. Epsilon offers services across a range of sectors including energy, automotive, telecoms, pharmaceuticals, IT, life sciences, the offshore sector and other industries. Over the last twelve months, Epsilon’s sales have totaled approximately SEK 2.1 billion. The company is wholly owned by Dan Olofsson and family, who will become significant owners in ÅF.

ÅF was advised by Mannheimer Swartling in the transaction. The firm’s team included partners Bo Söderberg (M&A), Johan Carle (competition law), Tom Wehtje (M&A), Patrik Marcelius (public M&A) and Anders Erasmie (tax) assisted by, among others, Henrik Johansson, Cecilia Björkwall, Ulrika Geissler, Rickard Edström, Thérèze Buskas and Sofia Pedersen.