Advising the sale of the Baltics leading precast concrete element producer TMB Finnish and Latvian operations
In 2017, TMB shareholders were approached by the leading precast solution provider in Europe – Consolis. Consolis’s management had chosen TMB as target to strengthen their market position in the north-east of Europe.
By the time TMB was an outstanding success story in Estonian concrete industry. The company managed to increase its revenue and EBITDA 10-fold in less than 10 years to €124M and €21M respectively by 2017. Once a local producer it had grown to a regional player with production units in Estonia, Latvia and Finland and a support unit in Sweden. This spectacular growth was achieved by the combination of organic growth and acquisitions. In 2016, TMB acquired a controlling stake in a Finnish element producer Betonimestarit, which remarkably strengthened their foothold in Finnish and Swedish markets and more than doubled their production capacity. It was a remarkable achievement as TMB itself was a smaller counterparty in this transaction, but it was not the first successful M&A transaction for the owners. In 2012, the owners acquired the company through MBO from local construction companies. Thus, the owners of TMB had some valuable experience from the past to go into negotiations with the acquirer and that was also the reason why the owners decided to have only Investment Agency (Prudentia’s predecessor) as an exclusive financial advisor and Cobalt as an exclusive legal advisor to team up with.
Negotiations led to a mutually satisfactory result relatively quickly despite some heightened turbulence in global equity markets, weakening Swedish krona and raising concerns related to Swedish construction market outlook. By the signed SPA the parties agreed to sell and buy the entire group of TMB, but given the market presence of TMB and Consolis in the region it had to be approved by the local antitrust authorities, which Estonian and Finnish antitrust authorities did not. Therefore, the transaction had to be revisited and restructured, which made the whole process more complex.
The transaction was completed in 2019 and it was ranked as one of the largest Baltic M&A transactions of the year.
Sulev Raik: TMB is a great story showing how to create value and fix profits using M&A tools.
It is a story of two men basically who one day found themselves in an enterprise of Soviet inheritage and started to turn it around which led to a management buyout some years later. Now, as the owners they continued to seek different options to grow and improve efficiencies. M&A was actively used besides organic growth to achieve targets. TMB story can be inspiring for those who have not yet considered M&A as an option to make things happen. More and more entrepreneurs do. I am happy that I could be part of the TMB journey.