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2021-05-10

Techstep ASA: Techstep acquires software company Famoc adding MMS capabilities, increasing ARR by 40% and announce fully underwritten private placement of NOK 100 million

Oslo, 10 May 2021. Techstep ASA ("Techstep"), has signed an agreement to acquire the entire share capital of Famoc S.A. and affiliates (collectively "Famoc"), a software company based in Poland with a European customer base.

The transaction will be financed by raising NOK 100 million of new equity in Techstep, fully underwritten by the largest existing shareholders, Datum AS, Middelborg Invest AS and Karbon Invest AS, and a NOK 34 million acquisition loan.

"Techstep executes its M&A strategy according to plan. This is the 11[th] acquisition since the journey started and an important one progressing Techstep's transformation into a software-driven company. Making work mobile at scale in an easy, secure, and sustainable way represent a big value creation opportunity, and Techstep aims to be a leader within the field", says Jens Rugseth, Techstep chairman of the Board.

Acquisition strengthens MMS offering and unlocking European expansion

The acquisition of Famoc will provide Techstep with:

  • Software complementing its Managed Mobility Services (MMS) offering to enterprises in the Nordics
  • A European footprint unlocking geographical expansion outside the Nordics
  • An expected increase in annual recurring revenue (ARR) of ~40%
  • Significant financial synergies from integration of Famoc's software into Techstep's MMS offering and from cross-selling opportunities

Techstep's Managed Mobility Services (MMS) solution is delivered via an as-a-service model to reduce complexity and cost and increase the value of mobility for enterprises. The Famoc acquisition reduces third party software dependence and provides software and systems that strengthens Techstep's capabilities within Platform Management. Combined with Techstep's established capabilities within Asset Management and Advisory Services, Techstep can offer customers a complete and automated MMS solution that provides control, security, compliance and lifecycle management - all on one Techstep dashboard.

By complementing Techstep's MMS offering, the transaction enables up-selling opportunities to existing Techstep customers in the Nordics, as well as increasing the gross profit potential per managed device, contributing towards Techstep gross profit ambition of NOK 1,200 per managed device by 2025. In addition, Famoc's existing 850,000 users represent a cross-selling opportunity for Techstep's current own IP and solutions, as well as joint European expansion and accelerated growth opportunities.

"Acquiring Famoc, its software, systems and European operations makes perfect sense. The transaction strengthens our all-in-one Managed Mobility Services solutions for enterprises in the Nordics, it unlocks a European growth opportunity and should strengthen our financial performance going forward" says Jens Haviken, Techstep CEO.

Famoc was founded in Poland in 2006 with offices in Gdansk and Warsaw. Famoc delivers software solutions for mobility management to SMEs and enterprises via channel partners, and offer products within the categories Software to manage mobile devices and secure mobility in business, Security software to defend confidential data, and Software that locks down the devices of users with overdue payments.

As of February 2021, Famoc has an ARR of NOK 26 million, a 19% recurring revenue CAGR, and an LTM EBITDA margin of 23%. Famoc will be acquired at an enterprise value of NOK 103 million (PLN 47 million), which corresponds to an EV/ARR multiple of 3.96x.

Transaction details

The total purchase price for Famoc is PLN 47,000,000 (equal to approximately NOK 103 million) on a cash and debt free basis. The purchase price will be calculated based on a closing balance sheet of Famoc as of the completion of the acquisition ("Closing"). At Closing, the purchase price will be settled with an estimated NOK 11.7 million (PLN 5.3 million) in a seller's credit, NOK 19.1 million (PLN 8.7 million) by the issuance of 3,679,211 Techstep shares ("Consideration Shares"). The remaining amount will be settled in cash and subject to closing accounts, currently estimated at NOK 79.1 million (PLN 35.9 million). The sellers' credit will accrue a WIBOR 3M plus 3 p.p. margin interest rate per annum and matures in equal instalments 12, 24 and 36 months after Closing. On the date which falls 18 months after Closing, the sellers may require to partly convert the sellers' credit up to an amount which equals 50% of the initial amount of sellers' credit to Techstep shares. The conversion price shall then be based on 40 days volume weighted average price immediately preceding the date which falls 18 months after Closing.

The Consideration Shares will be valued at NOK 5.18 pr share which equals the 40 trading days volume weighted average price immediately preceding the signing date of the share purchase agreement. The Consideration Shares will be issued under Techstep's current board authorization to issue shares approved at the annual general meeting held on 22 April 2021 ("Authorization"). The Consideration Shares will be subject to a lock-up period, of which 1/3 of the shares will be released every 12 months following Closing.

Closing is subject to certain customary conditions and is expected to take place during June 2021. The transaction is not subject to any regulatory approvals.

Nordhaven Corporate Finance and Deloitte are acting as financial advisors and Seewald and CLP are acting as legal advisors to Techstep in connection with the transaction.

Financing including fully underwritten Private Placement of NOK 100 million

In connection with the acquisition of Famoc and to further strengthen the Company's balance sheet for further growth the Company intends to complete the Private Placement of NOK 100 million. Arctic Securities AS and SpareBank 1 Markets AS have been engaged as Joint Bookrunners for the Private Placement (the "Managers"). The subscription price in the Private Placement will be determined following an accelerated bookbuilding process arranged by the Managers and the Private Placement is fully underwritten by Datum AS (a company owned by the deputy board member Jan Haudemann-Andersen), Middelborg Invest AS and Karbon Invest AS (a company owned by the chairman Jens Rugseth) (the "Underwriters") in equal portions. The Underwriters will receive an aggregate underwriting commission of NOK 1 million. The waiver of the preferential rights inherent in a Private Placement is considered necessary in the interest of time and successful completion of the Private Placement and the acquisition of Famoc. The shares issued in the Private Placement will be issued pursuant to the Authorization. Further information regarding the Private Placement (including timing) will be announced in due course. Techstep has also secured an acquisition loan of NOK 34 million.

Investor presentation Tuesday 11 May 2021 at 12:00 CET 

Techstep invites to a virtual presentation covering the acquisition, strategy and outlook on 11 May 2021 at 12:00 CET. A link to the presentation will be made available at the company website www.techstepasa.no.

For further information, please contact:

Jens Haviken, CEO, Techstep ASA: +47 930 90 070

Marius Drefvelin, CFO, Techstep ASA: +47 958 95 690

About Techstep ASA

Techstep is purpose-built to become a leading Managed Mobility Services provider in the Nordics. Techstep combines device management, software, hardware and connectivity into a managed service. This enables enterprises and their employees to do their work across mobile devices and locations, with a high degree of security and operational stability. Techstep has 300 employees based in Norway, Sweden and Denmark, serving 550+ enterprise customers across various industries in the private and public sectors. The company is listed on the Oslo Stock Exchange. For more information, please visit www.techstepasa.no.

 

IMPORTANT INFORMATION

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

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