Insider information: Admicom has signed an agreement to acquire Estonian Bauhub OÜ, enabling stronger focus on international expansion and unique project management suite for construction

Unofficial translation of the company release on December 3, 2024 at 9:56 a.m. EET. In case the document differs from the original, the Finnish version prevails.

Transaction highlights:

• Admicom Oyj’s subsidiary Tocoman Oy has signed an agreement to acquire share capital of Estonian Bauhub OÜ, a developer of SaaS workspace for construction project management. The transaction is subject to fulfilment of the conditions to complete the arrangement.
• Bauhub enables integration of Admicom's leading project control and planning solutions into a unified project management software suite, facilitating efficient execution and seamless information flow from planning to handover.
• Strategically, the acquisition expands Admicom’s international growth opportunities and market potential, strengthens customer value proposition, and enhances cross and upsell opportunities in existing markets.
• Bauhub’s enterprise value is EUR 6.0 MEUR, and the transaction will be paid fully with cash at closing which is expected to be completed in December 2024.
• Bauhub’s annual recurring revenue (ARR) was approximately EUR 1.6 million at the end of October 2024 and the estimated adjusted EBITDA for 2024 is 0.3 MEUR.
• Bauhub’s three operative founders have committed to reinvest in total EUR 0.9 million of the purchase price to Admicom Oyj’s share via directed share issue at the closing.
• Subject to the closing of the transaction prior to the end of 2024, the transaction is expected to have a clear positive impact on Admicom’s ARR growth for the financial year 2024. Until the completion of the transaction is confirmed, Admicom maintains its 2024 financial outlook unchanged.  
• For successful integration of Bauhub into Admicom’s existing project management portfolio during 2025, Admicom plans on re-allocating R&D resources to internal development. Estimated impact on 2025 external software development services revenue is approximately EUR -0.5 million.

 

Founded in 2016, Bauhub develops cloud-based software for project-level collaboration, task and workflow handling, file and document storing, and information sharing, specifically tailored for the construction industry. Bauhub’s software enables easy, flexible and efficient management for the entire lifecycle of the projects, providing real-time visibility, transparency and coordination for all project participants. Software is used currently by over 300 customers in Estonia with more than 30,000 registered users, including contractors, sub-contractors, project managers, architects, construction engineers, and local authorities. The software is ready to be localized to international markets and has already been piloted outside Estonia.

Bauhub’s revenue for 2024 is estimated to be approximately EUR 1.3-1.4 million and EBITDA excluding transaction related one-offs approximately EUR 0.3 million. The company’s project-based recurring revenues account for over 99% of revenue. Bauhub’s annual recurring revenue (ARR) was approximately EUR 1.6 million at the end of October 2024. The company employs currently 13 people located in Tartu and Tallinn.

Admicom’s interim CEO Satu Helamo:

“We have set ambitious targets for our strategy period and aim at being first choice of partner in the European construction software ecosystem​ and to grow our ARR to 100 million euros by 2030. Bauhub’s acquisition marks one cornerstone on this journey. With this acquisition we will clearly strengthen our project management suite’s positioning, enhance our product portfolio’s international capabilities and scalability, and take an important step in becoming an international company.  Admicom also possesses extensive data assets from construction projects over its 20 years of operations. Integrating Bauhub's information flow and collaboration capabilities with our existing product portfolio's project data and insights enhances our ability to drive further AI driven innovations, ultimately increasing the construction industry's productivity. I want to warmly welcome our Estonian colleagues and customers to Admicommunity.”

Head of Admicom’s Project Management Business Jari Kangassalo:

“I’m thrilled that Admicom has acquired a unifying element to our offering that enables a substantial leap towards our vision of becoming a leading partner in European construction software ecosystem. Our market leading project management solutions will be unified through Bauhub into one comprehensive and modular suite. For our customers this creates end-to-end control and visibility to construction projects on a whole new level. All stakeholders of the building project can be connected to the same platform for information, collaboration, and overview of their projects, enhanced in the near future with Admicom’s AI technology. At the same time the acquisition will strengthen our value proposition and competitive edge in the domestic and international markets.”

Bauhub’s CEO Teet Parts:

“We are excited to become part of Admicom. We have over the years built a strong value proposition and market position for Bauhub in Estonia and are now ready for international expansion as an integral part of Admicom. From the beginning the company has been known for its customer intimacy, and the product is developed by builders to builders. During the process we have been impressed with Admicom’s strong and ambitious vision for Bauhub and the project management suite.  We believe Admicom, with its matching culture, strong market position and knowhow is the best partner to take Bauhub’s story to the next level.”

Strategic objectives of the acquisition:

• The acquisition marks a cornerstone in Admicom’s international expansion strategy, providing a globally scalable solution for construction project management. With Bauhub Admicom’s international ARR will increase to approximately 5% of the total ARR and market presence will expand to the Baltics.

• We see significant potential in cross and upselling of Bauhub to Admicom’s existing customer base. Furthermore, we expect that new product-led go-to-market capabilities and expanded visibility in the construction ecosystem will support Admicom’s growth. We expect Bauhub to increase Admicom’s Total Addressable Market (TAM) in the future significantly, with an estimated 20 million euros market potential serviceable in the near future through our existing customer base and markets.

• The acquisition aligns well with Admicom’s ongoing strategic initiative of bundling and integrating offering under two software suites: ERP Suite and Project Management Suite. Bauhub’s project lifecycle management software will be bundled and integrated during 2025 with the Project Management Suite's market-leading modules for cost estimation, scheduling, documentation, and project reporting. We believe that this combination creates a unique product offering on a European scale, delivering a compelling value proposition by simplifying the complexity of project management across the entire value chain.

 

The structure and key terms of the acquisition

The transaction is based on Bauhub’s enterprise value (EV) of EUR 6.0 million. The entire share capital of Bauhub OÜ will be acquired by Tocoman Oy, a fully owned subsidiary of Admicom Oyj. The sellers in the transaction are Estonian companies OÜ Uus Kuu, Pallene OÜ, Terasaju OÜ and Ottoste OÜ, each of which owns 25 per cent of Bauhub's shares. The final purchase price will be adjusted with net debt and net working capital considerations and will be paid in full with cash at closing. The acquisition will be financed with Admicom Group’s cash reserves.

The closing of the transaction is subject to customary closing conditions and registration of a demerger where non-business-related investments are carved out from Bauhub. Closing of the transaction is expected to be completed during December 2024.

In connection with the transaction, Bauhub’s operative founders, Teet Parts, Marko Leek, and Henri Trees have signed agreements to reinvest on behalf of their companies in total EUR 0.9 million of the purchase price in Admicom Oyj’s shares through a directed share issue. The subscription price of Admicom's shares to be offered in the share issue arranged upon completion of the transaction is based on the volume-weighted average trading price of Admicom's share EUR 47.70 on Nasdaq First North Growth Market Finland for the period of the month preceding the signing date of the purchase agreement, i.e. Nov 2 – Dec 2, 2024.Number of new shares issued in the transaction will be 18,867. The issued shares will be subject to a 36-month lock-up period after the completion of the share subscription with 1/3 of the lock-ups vesting annually.

Impact on outlook for 2024 and business (subject to closing of the transaction):

Subject to the closing of the transaction prior to the end of 2024, the transaction is expected to have a clear positive impact on Admicom’s ARR growth for the financial year 2024. Until the completion of the transaction is confirmed, Admicom maintains its 2024 financial outlook unchanged.

The financial guidance given in connection with financial statements release on January 19, 2024, does not incorporate the impact of this acquisition. In the event that the completion of the transaction takes place during December 2024, Admicom’s ARR growth for 2024 is estimated to be at the high end or slightly above the existing guidance threshold (ARR growth of 5-10%). The expected impacts of the transaction on Admicom’s revenue and adjusted EBITDA for 2024 are expected to be minimal. In 2025, the transaction is also expected to clearly accelerate Admicom’s revenue growth and have minor positive impact on Adjusted EBITDA.

The acquisition complements Admicom’s existing portfolio for project management solutions and enhances Admicom’s capability to serve international customers. Integration of Bauhub with the current solution suite requires additional focus and effort in R&D, due to which Admicom plans on freeing further resources for internal R&D projects by accelerating the ramping down of external R&D services during 2025. As a result, Admicom’s revenue from external R&D projects is expected to decline by approximately EUR 0.5 million in 2025.

Bauhub will be integrated into Admicom’s Project Management Solutions Business Unit during 2025. In the first phase of the integration, we will localize Bauhub’s solution to Finnish and Nordic markets and explore opportunities to offer Admicom’s solutions to Estonian customer base. In the second phase we will initiate development of technical integrations of our market leading estimation, scheduling, and documentation solutions to Bauhub platform. Our goal is to deliver to our customers a fully integrated, AI enhanced, and comprehensive project management software suite during the first half of 2026. Simultaneously with the integration program we begin planning for further international expansion of project management software suite into several European markets.

Key financials of Bauhub OÜ 2023-2024

EUR million	2024 (forecast)	2023*
ARR	1.5	1.2
Revenue	1.3	1.2
Adjusted EBITDA	0.3	0.3
EBIT	0.3	0.3
Total balance sheet	0.3	0.3**

*Figures for 2023 are unaudited and not fully comparable with 2024 figures due to imprecise accounting accrual and deferral practices.

**Excluding items carved out prior to the closing of the transaction.

 

Admicom Oyj
BOARD OF DIRECTORS

 

Investor call and contact information

Admicom will host a webcast for the investors today at 2:00 PM EEST. Registration for the event is available via this link.

For further queries, please contact:

Satu Helamo
Interim CEO
satu.helamo@admicom.com
+358 45 633 7710

Petri Aho
Chief Development Officer
petri.aho@admicom.com
+358 44 724 1767

Certified advisor:

Oaklins Finland Ltd
+358 09 612 9670