HMS to Obtain Control Over Russian Oil and Gas Equipment Manufacturer – DGHM

The deal is a subject to approval of the Federal Antimonopoly Service. After approval the Group will increase its stake in the DGHM’s share capital to 51%.

Founded in 1931, DGHM supplies major oil & gas and chemical companies with a wide range of products – from pumps for oil and oil products to tanks and vessels and other special technological equipment for different applications.

For the FY2011, in accordance with RAS DGHM had revenues of Rub cca 1.6 billion ($53 million) and EBITDA of Rub 387 million ($13.0 million) with a strong 24.5% margin. The company had no outstanding debt as of the end of 2011. HMS will consolidate DGHM’s financials into HMS Group’s IFRS reporting starting from January 1, 2012.

Artem Molchanov, Managing Director (CEO) of HMS Group, commented:

“The acquisition of DGHM is perfectly consistent with our growth strategy in the most appealing markets with positive fundamentals. Through this acquisition we gained adjacent products that would enhance our existing product offering. This will allow us to provide complex solutions for strategically important projects implemented by our customers. Moreover, having acquired the healthy company with strong financials, we retained a sound balance sheet that would support our further growth initiatives.”

Transaction rationale:

1. Reinforcement of the strategic priority to strengthen market positions in oil downstream, chemical, petrochemical and gas processing industries by broadening and diversification of the product portfolio.
2. The acquisition, that allows HMS to provide clients with a broad range of products, services and integrated solutions for different mission critical applications, will enable the Group to create additional competitive advantages.
3. The Group will benefit owing to operational synergies in marketing and sales, product development and purchasing.

HMS Group has purchased 29.99% stake of the DGHM’s share capital in 2007 implying further potential stake increase. In 2009 the Group increased its stake to 40%. Under the current transaction HMS Group has agreed to acquire additional 11%.

“This deal is another illustration of our ability to derive synergies from successful integration of acquired companies through competent management and efficiency growth. Under the first purchase in 2007 we valued DGHM at around 9.8 EV/EBITDA multiple taking into consideration high quality of the asset and potential expansion of the business. Over these five years of our cooperation we managed to increase EBITDA of DGHM more than five times leveraging HMS Group marketing and sales power. As a result, this led to 2.2 EV/EBITDA multiple of the total deal based on FY 2011 financials under RAS”, – added Mr. Molchanov.