The Cavan-based company has announced that it made share purchases of 26.5pc last Friday, and now owns 62pc of the business.
“This is a further significant milestone in the growth of the group’s global roofing and waterproofing division,” Kingspan said. “Nordic Waterproofing is a leading provider of waterproofing solutions in Northern Europe with a presence in 10 countries.”
Together with the recent purchase of the American company IB Roofing, Kingspan said the deal takes the group’s annualised consolidated roofing and waterproofing revenues to about €1bn.
“This is before the impact of our organic expansion in the US, which is advancing at pace, and any further acquisition activity,” the company added.
It is now a year since Kingspan formally launched a €230m offer to buy the almost 70pc of shares it did not already own in Nordic Waterproofing. The Cavan company, whose chief executive is Gene Murtagh, was already the biggest shareholder.
However, last February the deal hit a major obstacle after the directors of Nordic Waterproofing said they had concluded the offer price was not fair from a financial point of view.
They also said the terms of Kingspan’s offer did not reflect the Swedish company’s long-term growth prospects, “nor do they take into account the synergy and co-ordination effects of the transaction”.
Their statement to the markets was based on a fairness opinion that the board received from BofA Securities, a subsidiary of Bank of America Corporation, which it hired to help evaluate Kingspan’s offer. At that point the Irish company refused to lift its bid.
In a statement today, Nordic Waterproofing said the increased ownership does not trigger any obligation for Kingspan to make a mandatory public offer for the other outstanding shares.
“That obligation arose when Kingspan passed 30pc ownership in September 2023. Kingspan fulfilled the obligation through the mandatory public offer made on 10 October 2023 and the acceptance period expired on 27 March,” it said.
“The change in ownership structure does not affect Nordic Waterproofing’s listing on Nasdaq Stockholm, but the company will continue to be listed on the Mid Cap list.”
The company, which markets its products and solutions under several brands, also sells into the United Kingdom and Germany as well as the Scandinavian countries. It has no current Irish market share.
Shares in Nordic Waterproofing were unaffected by the transaction this morning, with its price of SEK164.40 (€14.40) holding steady in early trading.
In its analysis Davy said that “while a bit sooner than we might have expected, it is not surprising that Kingspan has taken a majority ownership of the business”. Davy noted that as Kingspan now has a roofing and waterproofing division with an annualised revenue base of about €1bn, it is making significant progress in its efforts to develop a roofing and waterproofing business of scale.
Noting its presence in 10 countries, Davy pointed out that most of its revenues are in Finland (37pc of 2023 sales), Denmark (22pc), and Sweden (20pc). It had revenues of about €390m last year and EBITDA of around €40m, 4pc of Kingspan’s.
“[This] suggests its financial impact will be incremental at group level and in the near term is unlikely to significantly alter current Kingspan forecasts,” Davy said.
