Acuren, NV5 Global announce merger agreement

Acuren (TIC) and NV5 Global (NVEE) announced that they have entered into a definitive agreement to combine the two companies. The merger creates a $2B combined revenue TICC and engineering services company. NV5 stockholders will receive $23.00 per share consisting of $10.00 in cash and $13.00 in shares of Acuren common stock at closing, subject to adjustment as described below, which represents a 32% premium to NV5’s 30 day VWAP as of May 14. The total consideration for NV5 is approximately $1.7B, representing approximately 10.3x 2025E consensus adjusted EBITDA. Upon closing of the transaction, current Acuren stockholders will own 60%, and current NV5 stockholders will own 40% of the combined company, subject to adjustment based on the price of Acuren shares at closing. The merger is expected to be immediately accretive to Acuren stockholders, with further value creation potential to come from an estimated $20M in near-term cost synergies along with substantial potential long-term revenue synergy opportunities. The company said combined 2024 adjusted EBITDA of approximately $350M post synergies creates long-term opportunity to strengthen the combined company further through organic growth and continued accretive acquisitions. Dickerson Wright, executive chairman and Founder of NV5, and Ben Heraud, CEO of NV5, are expected to join the board of Acuren along with one additional mutually agreed independent director. Under the terms of the definitive merger agreement with NV5, for each of their shares of common stock, NV5 stockholders will receive $23.00 per share comprised of $10.00 in cash and $13.00 in stock, subject to adjustment, based on the five-day volume weighted average price of Acuren’s share price on May 14, which represents a 32% premium to NV5’s 30 day VWAP as of May 14. The actual number of shares of Acuren common stock to be issued at closing will be determined based on a floating exchange ratio calculated as $13 divided by the VWAP of Acuren common stock over the 10-trading-days prior to the closing, subject to a floor of $9.53 per share of Acuren common stock and a ceiling of $11.65 per share of Acuren common stock. NV5 stockholders will receive 1.3636 shares of Acuren common stock for each of their shares of NV5 common stock if the closing price is at or below $9.53, and 1.1157 shares of Acuren common stock for each of their shares of NV5 common stock if the closing price is at or above $11.65. The cash portion of the acquisition will be funded by a fully committed $850M term-loan facility and cash on hand. All of NV5’s existing bank indebtedness will be repaid in connection with the closing of the transactions. The transactions are subject to approval by stockholders of both Acuren and NV5 and receipt of regulatory approvals and other customary closing conditions. In addition, the Merger Agreement provides for a 60-day “go-shop” period for NV5. The transaction is expected to close in the second half of 2025.