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.
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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.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
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as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
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Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intend”, “may”, “should”, “will” and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
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subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
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respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this announcement whether as
a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
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to observe any such restrictions.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act. This stock exchange release was
published by Marius Drefvelin, CFO, on 10 May 2021 at 07:00.
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