Urban-Gro, an integrated professional services and design-build firm, today announced a binding letter of intent (LOI) to acquire Dawson Van Orden, a world-class engineering firm with significant experience in indoor CEA.
In addition to mechanical, electrical, and plumbing engineering services, the acquisition of the 24-person, Texas-based firm will add fire protection engineering expertise and further urban-gro’s industrial architecture capabilities. The enhancement of these offerings is expected to create new opportunities, as well as build upon the firm's existing contracts and clients in the indoor CEA and industrial sectors.
Urban-Gro will fund the $7.25 million transaction, which includes a contingent consideration of up to $1.1 million paid in cash or equity at the company’s discretion, through a combination of $1.3 million in cash, a seller’s note of $3.8 million paid out over four quarters and $1.1 million of UGRO common stock at a pre-set price of $4 per share.
Dawson Van Orden generated approximately $5.5 million of revenue and greater than 20% EBITDA in the trailing twelve-month period ended September 30, 2022. Urban-Gro expects to close the acquisition in the fourth quarter 2022 with the acquisition being accretive to earnings in its current fiscal year.