Bain consortium to buy Caverion in EUR 955.3m take-private deal

Wahida Ahmed
03 November 2022

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A consortium led by Bain Capital is set to acquire Caverion Corporation with a recommended offer valuing the Finnish construction groupтs total equity at EUR 955.3m.

The EUR 7 a share offer represents a premium of approximately 49.3% compared to Caverion share's closing price on Nasdaq Helsinki on 2 November, according to a statement by the consortium.

Bain is making the offer through North Holdings 3, a consortium that also includes Security Trading, an investment company owned by the Antti Herlin family; Fennogens Investments, an investment company owned by the Georg Ehrnrooth, Henrik Ehrnrooth and Carl Gustaf Ehrnrooth families; and Corbis, an investment company owned by the Henrik Ehrnrooth family.

The tender offer is expected to be completed during Q1 2023, subject to competition and FDI clearance and conditional to 90% of investors tendering the offer.

The consortium's existing shareholding, combined with irrevocable undertakings received from Caverion's shareholders, represent approximately 42.5% of the company's outstanding shares. North Holding intends to acquire all the shares of the company.

Halvor Horten, MD and head of Nordics at Bain, told Unquote the firm will help lead Caverion's transformation "particularly during what is currently a difficult economic period". "Bain Capital is committed to investing a significant amount of time and capital resources to deliver on the strategic initiatives, to pursue an ambitious investment program and to support Caverion, its management and employees in the transformation and long-term development of the business," he said in a written statement.

Bain's most recent European-focused funds are Bain Capital Europe VI, which was registered in November 2021 and has a hard cap of EUR 5bn, and Bain Capital Fund V, a EUR 4.35bn vehicle closed in July 2018, according to Unquote Data.

Caverion listed on Nasdaq Helsinki in 2013. In November 2018, the company sold its Project Piping business to Mimir Invest, which provides services relating to the installation of pressure piping and pressure vessels. It has also made a series of bolt-on acquisitions, most recently acquiring TM Voima Group's substation and transmission line business in Finland and Estonia.

Company
Caverion was established in June 2012 through the demerger of Building Services and Industrial Services from YIT Group. The company, which has more than 14,000 professionals serving customers in 10 countries, offers services across the entire cycle of buildings, infrastructure, or industrial sites and processes such as facility management and design and build projects.

People
Caverion – Jacob Götzsche (president, CEO), Mikko Kettunen (CFO).

Advisers
Equity – UBS (financial); Advium Corporate Finance (financial); Goldman Sachs International (financial); Nordea Bank (financial); BNP Paribas (financial); Kirkland & Ellis International (legal); Roschier, Attorneys (legal); Hannes Snellman Attorneys (legal).