Expro Group Holdings N.V. (NYSE:XPRO) entered into a definitive agreement to acquire Professional Rental Tools LLC on August 28, 2023. Total consideration to be paid at closing is approximately $106 million, including $62 million of cash and $44 million of newly issued Expro shares. Potential additional consideration will be based on PRT Offshore's financial performance during the four quarters following closing. Excluding possible cost and revenue synergies, total consideration is expected to be approximately 4.0x PRT Offshore's estimated 2023 and 2024 Adjusted EBITDA. The transaction is expected to close in the fourth quarter of 2023. The transaction is subject to customary closing conditions and working capital adjustment. RBC Capital Markets is serving as exclusive financial advisor to Expro and Womble Bond Dickenson is acting as legal counsel on the transaction. Evercore Inc. (NYSE:EVR) acted as financial advisor to PRT Offshore. Tull Florey of Gibson, Dunn & Crutcher LLP acted as legal advisor to Expro Group Holdings N.V.

Expro Group Holdings N.V. (NYSE:XPRO) completed the acquisition of Professional Rental Tools LLC on October 2, 2023. Total consideration paid at closing was approximately $106.3 million, including $62.5 million of cash and $43.8 million of newly issued Expro shares. Potential additional consideration will be based on PRT Offshore?s financial performance during the four quarters following closing. As per the filling of Feb 21, 2024, the fair value of consideration for the PRT Acquisition to be $91.0 million, including cash consideration of $21.7 million, net of cash received, equity consideration of $40.9 million, and contingent consideration of $13.2 million, subject to a true-up for customary working capital adjustments. As of December 31, 2023, the Company has accrued $1.5 million of the cash consideration related to standard holdback provisions, which is expected to be paid in 2024. The contingent consideration arrangement requires the Company to pay the former owners of PRT additional consideration based on PRT Offshore?s financial performance during the four quarters following closing.