NV5 Global (NVEE) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a leading global TICC and engineering platform with over $2 billion in combined revenue, expanding service offerings, geographies, and end markets for both companies.

• The combination enables cross-selling opportunities, with minimal customer overlap and complementary strengths in industrial and infrastructure markets.

• NV5's technology-enabled engineering and geospatial capabilities complement Acuren's inspection and testing services, enhancing the value proposition for clients.

• Both companies expect to expand and complement each other's business lines, driving increased wallet share from a broad customer base.

• The combined entity will have approximately 11,000 employees and a broader global footprint.

Financial terms and conditions

• NV5 stockholders receive $23 per share: $10 in cash and $13 in Acuren equity, valuing NV5 at $1.7 billion enterprise value, subject to adjustment based on Acuren's share price at closing.

• The deal represents 10.3x 2025 consensus adjusted EBITDA, or 9.2x including synergies.

• NV5 shareholders will own about 40% and Acuren shareholders about 60% of the combined company, subject to adjustment.

• NV5 stockholders will receive between 1.3636 and 1.1157 shares of Acuren for each NV5 share, depending on Acuren's closing price.

• The transaction includes a 60-day go-shop period, requires shareholder and regulatory approvals, and all bank indebtedness will be repaid at closing.

Synergies and expected cost savings

• Identified $20 million in near-term cost synergies, mainly from back-office headcount and real estate consolidation.

• Combined 2024 adjusted EBITDA post-synergies is approximately $350 million.

• Additional savings expected from operating as a single public company and leveraging NV5's public company experience.

• Cross-selling and integration of services are expected to drive significant revenue synergies and further value creation through organic growth and acquisitions.

• Further incremental savings anticipated as integration progresses.