Pitch Best MidCap Deal 2022: De Variabele and Caspar de Haan – NPM Capital

Name of the deal: De Variabele and Caspar de Haan merger with support of NPM Capital
Date announced: 10 May 2022
Date closed: 30 June 2022
Published value: 100 – 250 million euros
Buyer(s): NPM Capital Target(s): De Variabele and Caspar de Haan
Seller: The shareholders of De Variabele and Caspar de Haan

Involved firms and advisors

Involved firms and advisors buy side:
Deloitte (M&A Advisory and Debt Advisory), Cornerstone Partners (M&A Advisory), PwC (Financial Due Diligence, Tax Advisory and Consultancy), NautaDutilh (Tax Advisory and Legal advisory Corporate M&A), NPM Capital (Private Equity Management)

Involved firms and advisors target:
Caspar de Haan: Cornerstone Partners (M&A Advisory), EY (Tax Advisory), HVG Law (Legal advisory Corporate M&A) De Variabele: Mazars (M&A Advisory), Damsté Advocaten Notarissen (Legal advisory Corporate M&A)

Involved firms and advisors sell side:
Caspar de Haan: Cornerstone Partners (M&A Advisory), EY (Tax Advisory), HVG Law (Legal advisory Corporate M&A) De Variabele: Mazars (M&A Advisory), Damsté Advocaten Notarissen (Legal advisory Corporate M&A)

Pitch

Brief description deal / Deal outline
NPM has acquired majority shares in 2 renovation specialists: De Variabele and Caspar de Haan. These 2 companies merged with the support of NPM Capital and already acquired their first buy-and-build target Rendon. The shareholders have the ambition to grow further with the help of acquisitions and to become the number 1 renovation specialist in the Dutch market.

Why should this deal win the Award for Best Mid-Cap Deal 2022?
Due to the complexity and timing of the 2 transactions required to merge De Variabele and Caspar de Haan. This deal actually consistsof 2 deals: NPM acquired the shares of De Variabele in a very competitive controlled auction proces. Since the size of De Variabele alone is to small for NPM Capital to invest in they where looking for a good (and sizable) 2d investment in the renovation space. During the controlled auction proces they were able to get in contact with Caspar de Haan and acted very swiftly to get the 2nd proces up to speed, perform due diligence almost in parallel and close the 2 deal simultaneously.

Deal rationale:
Merge 2 regional renovation specialists into 1 group growing the size of the company enabling more room for innovation and creating a company that is more attractive for new employees (more room to grow) and offer cross selling opportunities for specific niche activities to each others clients.

What is the impact of this deal for the company?
For both De variabele and Caspar de Haan this means an acceleration of their growth ambition. It offers a broader platform and the opportunity to use each others concepts to their clients. NPM furthermore is very committed to growing the combination to the number 1 player in the Dutch market – creating serious impact in the field of real estate maintenance and upgrade (energy efficiency etc). 

What is the impact of this deal for the direct stakeholders?
All former shareholders hold their original position and role and reinvested in the future of the joint company.

What is the impact of this deal on society?
The larger scale of the joint company enables that more resources can be spend on the development of new (innovative) renovation (verduurzamings) initiatives. This in order to be able to meet the gigantic challenge to improve the total Dutch build environment to a climate neutral level in 2050 (8 million houses and all the buildings including offices).

What was most complex about this deal?
Getting the timing in sync of a controlled auction proces with a one-on-one proces (due diligence/negotiations) in order to close the 2 deals on the same moment.