Transaction
Kauno Tiltai was established in 1949 with the purpose of rebuilding roads after the World War II. The company has constructed and reconstructed a large number of roads in Lithuania and built over 100 bridges. The company was transformed during Invalda’s period of ownership from being a local Lithuanian road construction company at the time of entry, to becoming a regional infrastructure construction group operating in Lithuania and across Poland at the time of exit.
- Towards the end of 2005, Invalda (together with co-investment partners), acquired Kauno Tiltai.
- Following the acquisition in Lithuania, Invalda opted to follow a strategy of expanding its presence in the much larger neighbouring market – Poland.
- As a result of acquisitions and an organic expansion strategy, the revenues of the group increased from EUR 45.6 million in 2005 to EUR 365 million in 2010.
- The company was exited through a sale to Polish listed rail infrastructure construction group, which became known as Trakcja – Tiltra (formerly Trakcja Polska SA), controlled by the Spanish construction and infrastructure engineering group Comsa Emte.
Investment Rationale
- Strong market position – local market leader with unutilized potential.
- High growth potential.
- Regional expansion potential.
- Undermanaged company – change of management should improve efficiency and profitability.
Value Creation during Invalda ownership
HR and Talent management
Change of management. Newly appointed management drove a number of operational improvements, resulting in optimized working capital, increased efficiency and solid growth.
Operational Excellence
Efficiency. Focusing management on the necessity to substantially increase efficiency across the company’s processes.
Procurement. Efficient procurement introduced.
Strategic Growth
Focused management on increasing the participation in cross-border tenders.
Via organic growth and acquisitions introduced new business lines: (i) in 2007 the first projects were implemented in railway construction, tunnels construction and reconstruction, street lightning installation; (ii) in 2010 the company started its first projects in construction of sea ports and their infrastructure.
Accelerated growth through value–enhancing acquisitions:
- In 2007 – 2008 Kauno Tiltai acquired Lithuanian road construction company Kelda UAB with c. EUR 16.8 million turnover;
- In 2007 the company’s expansion into Poland was accelerated:
- as of early 2006, Kauno Tiltrai had a 64.1% stake in Tiltra PDM Bialystok, active in road construction and reconstruction works and owning asphalt concrete production facilities. The Kauno Tiltai group’s ownership of that entity was increased to 94.6%;
- acquisition of 92.3% in P.E.U.I.M., a company active in Bialystok region in Poland, operating since 1960 and providing services related to road traffic safety, streets, bridges, pavements, grounds, airports, signalling and alarm installations and also involved in the production and sale of asphalt paste and construction materials;
- 100% acquisition of 2 companies in Poland by P.E.U.I.M.: Brux, producer of concrete blocks and stone cubes and builder of roads and cycle tracks made of these materials, and Dalba, specialising in the implementation of engineering works – installing appliances and networks – including water supply, sewers, heating, gas and ventilation;
- Over the period 2009 – 2010, Tiltra Group acquired a controlling stake in Polish road and bridges construction group Poldim with annual revenues of c. EUR 143 million and >700 employees.
Financial Enhancement
Optimising leverage for growth. Invalda implemented a policy of using leverage more optimally to finance growth of the business. Invalda team led all the negotiations with the banks to achieve this.
Reporting and budgeting. Financial planning, budgeting, reporting and analysis systems were introduced to accelerate growth of the company and ensure efficient management.
Positioned for Exit
- Sustainable, Growing EBITDA & Cash Flow.
- Sales increased 8 times from EUR 45.6 million to EUR 365 million.
- EBITDA has experienced over 9-fold increase from EUR 3.4 million to EUR 27.9 million.
- Net profits grew nearly 9 times from EUR 1.8 million to EUR 15.4 million.
- Strong backlog and pipeline.
- A strong candidate as potential merger partner with M&A ambitions, was identified by Invalda team.
Exit
In 2011 Trakcja Polska SA (Trakcja) acquired Invalda’s stakes in Kauno Tiltai (43.36%) and Tiltra Group (44.8%) for EUR 79.5 million in the form of:
- Cash (EUR 15.7 million).
- Trakcja bonds (redemption agreed in 2013 – 2014) (EUR 30.3 million).
- Trakcja shares (EUR 33.5 million) with a lock up for 12 months.
Taking into account the selling price of the acquired financial instruments, currency exchange rate and expenses related to the transaction, the final amount received for the deal was EUR 30.4 million. In spite of a decline in the share price before Invalda could realise its full proceeds, Kauno Tiltai/Tiltra transaction remains one of the most profitable and successful deals of Invalda, generating 4.2x cash on cash multiple and IRR of 34.1%.
Exit EV/EBITDA multiple was 8.86x.
