XPLORA Tech (XPLRA) ⌚️

[TekBot]

Xplora Technologies AS: Monthly Subscriptions Update December 2024

As of December 31, 2024, Xplora Technologies has 358k subscriptions, an
increase of 101k from December 2023 (257k).

…

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This quarter’s highlights:

• 61k new subscriptions (gross)
• Premium service subscriptions have surpassed 75k subscriptions
• Germany continues to be the largest gross contributor, with 6k connectivity
  additions in December

We expect our churn rate to be consistent with historic numbers, but now
churning from a higher subscription base, we expect a more moderate net growth
in subscriptions.

Note: Subscriptions encompass connectivity plans (mobile subscriptions),
premium services, B2B service revenues, and service fees for Xplora
smartwatches without Xplora mobile subscriptions (Nordics). Xplora has
seasonal changes, especially related to Back-to-school and the Festive Season.
The net growth in the subscription base will therefore fluctuate throughout
the year.

For further information please contact:
Sten Kirkbak, CEO, +47 92203710, sten.kirkbak@xplora.com
Knut Stålen, CFO, +47 92043458, knut.stalen@xplora.com

About Xplora Technologies AS:
Xplora is a platform and services company and an industry leader in the market
for children’s smartwatches. Xplora was founded to give children a safe
onboarding to the digital life and a better balance between screen time and
physical activity. Xplora’s vision is to enable children around the world to
experience how their everyday activities can create value and make a positive
change in the world. The company is headquartered in Norway with operations in
leading European markets. Xplora is listed on Euronext Growth under the ticker
symbol XPLRA.

Kilde

[Fartin]

Ingen som vet net growth?

[Kaisovski]

Fra 331k til 358k. 27k net growth i desember.

[OpenMindInvestor]

Utrolig merkelig at denne var ned i dag… Det er den sterkeste netto veksten i abonnementer noensinne! Burde vært opp 4% i stedet for ned!

[OpenMindInvestor]

Sparebank1 - Monthly subscription update (+)

Xplora just announced its monthly subscription update, which stated that the company had reached 358k subscriptions as of December 2024, of which premium subscriptions had surpassed 75k. First of all, in addition to sale of Devices (i.e., smartwatches for kids), Xplora second revenue streams is Services, which consist of non-premium subscriptions (connectivity), premium subscriptions, revenue share and service fees. Second, as illustrated in the table below, # of subscriptions as of 3Q24 stood at 326k and our estimate for quarter-end 4Q24 is 342k and hence, Xplora surpassed our estimate for year-end 2024. All lese equal, this would increase our 2024-2026 EBIT by 2%/6%/4%. Thirdly, premium subscriptions reached 75k, which correspond to a 21% share (of premium and on-premium subscriptions) and compare to 45.3k as of 2Q24 or 17% of total subscriptions. Given our flat ARPU estimate from 3Q24 to 4Q24 (NOK248), this is an important datapoint for the company to reach our ARPU estimate, which normally experience a sequential decline from 3Q to 4Q due to high campaign activity. Finally, good progress on Services in general and non-premium subscriptions in particular is often a nice read to the development on Devices (we model 35% YoY growth in 4Q24, in line with the growth rate in 3Q24).

[heljohn]

Må huske at denne har gått 150% opp fra Juli i år. Det er også tid for konsolidering. Kan fint gå ned til 25 området uten å være bearish

[Fartin]

Når inntektene stiger og stiger for hvert kvartal hvorfor skal den egentlig synke?

[TekBot]

Xplora Technologies AS announces final outcome of the public offer to the shareholders of DORO AB and has resolved to complete the Offer

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or to, and no acceptances will be accepted from, or on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States of America or any other country in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would be contrary to applicable laws or regulations or would require the preparation of an additional offer document or registration or registration or any other action in addition to that required by Swedish law.

Press release 13 January 2025
…

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Xplora Technologies AS announces final outcome of the public offer to the shareholders of DORO AB and has resolved to complete the Offer

Xplora Technologies AS, reg. no. 916 752 628 (the “Bidder”) announced on 26 September 2024 a recommended public offer to acquire all shares in DORO AB, reg. no. 556161-9429 (“Doro”), for a cash consideration of SEK 34.00 per share (the ‘Offer’). Doro’s shares are admitted to trading on Nasdaq Stockholm, Small Cap (“Nasdaq”). On 17 October 2024, the Bidder published an offer document relating to the Offer (the “Offer Document”), which was supplemented by a supplementary document on 28 October 2024 (the “Supplement”). The Bidder has, separate from the Offer, entered into an agreement on 27 September 2024 to acquire, a total of 1,230,000 shares in Doro, corresponding to approximately 5.01 per cent of the share capital and all outstanding shares and votes in Doro, on the same terms and conditions as the Offer (the “Call Option”).

At the end of the acceptance period, concluding today on 13 January 2025, the Offer has been accepted by holders of 21,666,299 shares in Doro. Together with the shares the Bidder will acquire through the Call Option, the Bidder has received acceptance to acquire in total approximately 93.33 per cent of the share capital and of all outstanding shares and votes in Doro.

All conditions for the completion of the Offer have now been fulfilled. As a result, the Bidder has resolved to declare the Offer unconditional and proceed with completion of the Offer. Consequently, the Offer is now closed.

Background and outcome

The acceptance period in the Offer expired today, 13 January 2025. The Bidder announces today the following:

• The Offer, at the expiration of the acceptance period on 13 January 2025, has been accepted by shareholders in Doro representing in total approximately 88.32 per cent of the share capital and approximately 88.32 per cent of all outstanding shares and votes in Doro.
• The shares in Doro that have been tendered in connection with the Offer at the expiry of the acceptance period, together with the shares in Doro that the Bidder has agreed to acquire through the Call Option, amount to 22,896,299 representing approximately 93.33 per cent of the share capital and approximately 93.33 per cent of all outstanding shares and votes in Doro.
• The Bidder has resolved not to extend the acceptance period further. The Offer is now closed.

Given that all conditions for the completion of the Offer have been fulfilled or waived, the board of directors of the Bidder has resolved to declare the Offer unconditional and to complete the Offer. Payment of consideration for shares tendered up to and including 13 January 2025 is expected to commence on or around 20 January 2025.

Compulsory buy-out and delisting

Since the Bidder will become the owner of shares corresponding to more than 90 per cent of the total number of shares in Doro according to the above, the Bidder intends to initiate a compulsory buy-out in accordance with the Swedish Companies Act (2005:551) to acquire all remaining shares in Doro. In connection therewith, the Bidder intends to work for the delisting of Doro’s shares from Nasdaq.

Other information

Neither the Bidder nor any related parties to the Bidder owned or controlled any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in Doro at the time of the announcement of the Offer. Furthermore, no shares or such financial instruments have been acquired outside the Offer, with the exception of the Call Option.

The Offer Document is, together with the Supplement, available in Swedish on the Bidder’s website (www.xplora.com/investor), on DNB’s website (www.dnb.se/emission) and on SpareBank 1 Markets AS’s website (www.sb1markets.no/transaksjoner/). Further information on the Offer is available on the Bidder’s website (www.xplora.com/investor).

Advisors

The Bidder has retained CMS Wistrand Advokatbyrå Stockholm KB and CMS Kluge Advokatfirma AS as legal advisors and SpareBank 1 Markets AS and DNB Markets, a part of DNB Bank ASA, Sweden Branch as financial advisors in connection with the Offer. DNB Markets, a part of DNB Bank ASA, Sweden Branch is acting as receiving agent in connection with the Offer.
______________________
Xplora Technologies AS
The board of directors on 13 January 2025, Oslo

This information is information that Xplora Technologies AS is obliged to make public pursuant to article 19 no. 3 of the EU Market Abuse Regulation (EU 596/2014), the Takeover Rules and section 5-12 of the Norwegian Securities Trading Act. The information in this press release was submitted for publication at 19:45 CET on 13 January 2025. For additional information regarding the Offer, please contact:

Xplora Technologies AS

Sten Kirkbak, CEO
Mobile: +47 92203710
E-mail: sten.kirkbak@xplora.com

Knut Stålen, CFO
Mobile: +47 92043458
E-mail: knut.stalen@xplora.com

IMPORTANT INFORMATION

An offer document (in Swedish) and a supplementary offer document (in Swedish) was published by the Bidder on 17 October 2024 and on 28 October 2024 respectively.

The Offer is not being made to (and no acceptance forms will be accepted from or on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States or persons whose participation in the Offer would require the preparation of additional offer documents or the making of registrations or the taking of any other action beyond that required by Swedish law (including the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish Securities Council’s Self-Regulatory Committee) unless an exemption applies.

This announcement and any other documents relating to the Offer (including copies of such documents) must not be mailed or otherwise distributed, forwarded or sent into or within any jurisdiction (including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States) where distribution of this announcement or the Offer would require additional measures to be taken or would be contrary to the laws or regulations of such jurisdiction. Persons into whose possession this announcement comes (including, without limitation, banks, brokers, dealers, nominees and custodians) and who are subject to the laws or regulations of any such jurisdiction must inform themselves about, and observe, all applicable restrictions and requirements. Failure to do so may constitute a violation of the securities laws or regulations of such jurisdictions. The Bidder disclaims, to the fullest extent permitted by applicable law, all liability for any violation of such restrictions and the Bidder reserves the right not to accept any tender offer documents the submission of which would constitute a direct or indirect violation of any such restrictions.

The Offer, information and documentation made available through this announcement have not been prepared by, and have not been approved by, an “authorized person” within the meaning of Regulation 21 of the UK Financial Services and Market Act 2000 (“FSMA”). Accordingly, the information and documents made available by this press release may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate’s business, or to acquire 50 per cent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this announcement that relate to future conditions or circumstances, including information about future results, growth and other development forecasts and other effects of the Offer, constitute forward-looking information. Such information may be characterized, for example, by the use of words such as “anticipated”, “believed”, “expected”, “intended”, “planned”, “intended”, “sought”, “will” or “may” or similar expressions. Forward-looking information is inherently subject to risks and uncertainties because it relates to future conditions and is dependent on circumstances that will occur in the future. As a result of numerous factors, many of which are beyond the Bidder’s control, future conditions may differ materially from those expressed or implied in the forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and the Bidder is under no obligation (and undertakes no obligation) to update or revise any such statements to reflect new information, future events or circumstances beyond what is required by applicable laws and regulations.

Kilde

[Fartin]

Blir ett spennende år for xplora. Nå har de flere bein å stå på med Doro. Nesten utrolig at ikke de store leverandørene av mobiler har kopiert ideen deres. Min største enkelt posisjon. Sover trygt men fremdeles mulighet for en dobling:)

[OpenMindInvestor]

Gründer sikret seg Doro-telefonen: – Det største steget siden vi startet | DN

[OpenMindInvestor]

SB1:
Xplora (complete the offer for Doro AB):** Yesterday after close, Xplora announced that they have received acceptance to acquire in total ~93.3% of the share capital in Doro and hence, resolved to complete the offer. Based on our own estimates for Xplora, Bloomberg consensus for Doro and by assuming the transaction (NOK850m) is financed with debt, we see that 1) NewCo trades at a 2025 and 2026 EV/EBITA of ~14.5x and 9.5x (excl. synergies), and 2) has a NIBD/EBITDA of 3.1x year-end 2024, 2.9x year-end 2025 and 2.0x year-end 2026 (all excluding synergies). Moreover, a quick back-of-the-envelope calculation (we will revert with more on this) on revenue synergies illustrate the potential and rational of the deal. Currently, Doro sells 1.5m phones globally, which NewCo intend to gradually sell with its own mobile subscriptions. If we assume a conversion ratio of 5-10% (6-8% of all Doro phones are sold online in their own channels, which should be the lowest hanging fruits), ARPU of NOK170, gross margin of 80% and a margin dilution of 10% from customer acquisition cost (basically saying that there is 70% incremental margin on each new Doro subscription), we see that this equal a 38% to 76% uplift vs. 2026 NewCo EBITDA (we for simplicity assume full-year effect in 2026). This would 1) take 2026 NIBD/EBITDA from 2.0x to 1.3x and the implied EV/EBITA multiple from 9.5x to 5.0-5.5x. In our opinion, that would represent a successful transaction.

[TekBot]

Xplora Technologies AS announces corrected outcome of the public offer to the shareholders of DORO AB

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or to, and no acceptances will be accepted from, or on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or the United States of America or any other country in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would be contrary to applicable laws or regulations or would require the preparation of an additional offer document or registration or registration or any other action in addition to that required by Swedish law.

Press release 15 January 2025
…

Vis børsmeldingen

Xplora Technologies AS announces corrected outcome of the public offer to the shareholders of DORO AB

Xplora Technologies AS, reg. no. 916 752 628 (the “Bidder”) announced on 26 September 2024 a recommended public offer to acquire all shares in DORO AB, reg. no. 556161-9429 (“Doro”), for a cash consideration of SEK 34.00 per share (the “Offer”). Doro’s shares are admitted to trading on Nasdaq Stockholm, Small Cap (“Nasdaq”). The Bidder has, separate from the Offer, entered into an agreement on 27 September 2024 to acquire, a total of 1,230,000 shares in Doro, corresponding to approximately 5.01 per cent of the share capital and all outstanding shares and votes in Doro, on the same terms and conditions as the Offer (the “Call Option”).

On 13 January 2025, the Bidder announced that the Offer had been accepted by holders of 21,666,299 shares in Doro, which together with the shares the Bidder acquires through the Call Option meant that the Bidder had received acceptance to acquire in total approximately 93.33 per cent of the share capital and of all outstanding shares and votes in Doro, and declared the Offer unconditional and closed.

Today, on 15 January 2025, the Bidder announces a corrected outcome, as it has come to the Bidder’s knowledge that the Offer on 13 January 2025 had been correctly accepted by holders of 20,436,299 shares in Doro, which together with the Call Option corresponds to approximately 88.32 per cent of the share capital and of all outstanding shares and votes in Doro.

Corrected outcome

Due to circumstances beyond the Bidder’s control, an incorrect number of shares has been registered for acceptance by a nominee bank. This means that the correct final outcome amounts to 20,436,299 shares in Doro, which together with the Call Option corresponds to approximately 88.32 per cent of the share capital and of all outstanding shares and votes in Doro.

Today, the Bidder announces that the Offer remains declared unconditional, meaning that the Bidder has waived the fulfilment condition of 90 per cent. Consequently, the Offer remains closed. For the shares in Doro that have been tendered in connection with the Offer at the expiration of the acceptance period, payment of consideration is expected to commence on or around 20 January 2025 as previously communicated.

As previously communicated, the Bidder intends to work towards acquiring all remaining shares in Doro.

Compulsory buy-out and delisting

On 13 January 2025, the Bidder announced an intention to initiate a compulsory buy-out in accordance with the Swedish Companies Act (2005:551) in order to acquire all remaining shares in Doro and, in connection therewith, to work towards delisting the shares in Doro from Nasdaq.

Given that the Bidder has not achieved more than 90 per cent ownership in Doro, the Bidder currently has no intention to initiate a compulsory buy-out or delisting.

However, in the event that the Bidder, following the Offer or otherwise in accordance with applicable takeover rules and good practice in the Swedish stock market, becomes the owner of shares corresponding to more than 90 per cent of the total number of shares in Doro, the Bidder intends to initiate a compulsory buy-out in accordance with the Swedish Companies Act (2005:551) in order to acquire all remaining shares in Doro. In connection therewith, the Bidder also intends to work towards delisting the shares in Doro from Nasdaq.

Other information

Neither the Bidder nor any related parties to the Bidder owned or controlled any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in Doro at the time of the announcement of the Offer. Furthermore, no shares or such financial instruments have been acquired outside the Offer, with the exception of the Call Option.

The offer document is, together with the supplement, available in Swedish on the Bidder’s website (www.xplora.com/investor), on DNB’s website (www.dnb.se/emission) and on SpareBank 1 Markets AS’s website (www.sb1markets.no/transaksjoner/). Further information on the Offer is available on the Bidder’s website (www.xplora.com/investor).

Advisors

The Bidder has retained CMS Wistrand Advokatbyrå Stockholm KB and CMS Kluge Advokatfirma AS as legal advisors and SpareBank 1 Markets AS and DNB Markets, a part of DNB Bank ASA, Sweden Branch as financial advisors in connection with the Offer. DNB Markets, a part of DNB Bank ASA, Sweden Branch is acting as receiving agent in connection with the Offer.

              ______________________
              Xplora Technologies AS
      The board of directors on 15 January 2025, Oslo

This information is information that Xplora Technologies AS is obliged to make public pursuant to article 17 of the EU Market Abuse Regulation (EU 596/2014), the Takeover Rules and section 5-12 of the Norwegian Securities Trading Act. The information in this press release was submitted for publication at 22:45 CET on 15 January 2025. For additional information regarding the Offer, please contact:

Xplora Technologies AS

Sten Kirkbak, CEO
Mobile: +47 92203710
E-mail: sten.kirkbak@xplora.com

Knut Stålen, CFO
Mobile: +47 92043458
E-mail: knut.stalen@xplora.com

IMPORTANT INFORMATION

An offer document (in Swedish) and a supplementary offer document (in Swedish) was published by the Bidder on 17 October 2024 and on 28 October 2024 respectively.

The Offer is not being made to (and no acceptance forms will be accepted from or on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States or persons whose participation in the Offer would require the preparation of additional offer documents or the making of registrations or the taking of any other action beyond that required by Swedish law (including the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish Securities Council’s Self-Regulatory Committee) unless an exemption applies.

This announcement and any other documents relating to the Offer (including copies of such documents) must not be mailed or otherwise distributed, forwarded or sent into or within any jurisdiction (including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States) where distribution of this announcement or the Offer would require additional measures to be taken or would be contrary to the laws or regulations of such jurisdiction. Persons into whose possession this announcement comes (including, without limitation, banks, brokers, dealers, nominees and custodians) and who are subject to the laws or regulations of any such jurisdiction must inform themselves about, and observe, all applicable restrictions and requirements. Failure to do so may constitute a violation of the securities laws or regulations of such jurisdictions. The Bidder disclaims, to the fullest extent permitted by applicable law, all liability for any violation of such restrictions and the Bidder reserves the right not to accept any tender offer documents the submission of which would constitute a direct or indirect violation of any such restrictions.

The Offer, information and documentation made available through this announcement have not been prepared by, and have not been approved by, an “authorized person” within the meaning of Regulation 21 of the UK Financial Services and Market Act 2000 (“FSMA”). Accordingly, the information and documents made available by this press release may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate’s business, or to acquire 50 per cent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this announcement that relate to future conditions or circumstances, including information about future results, growth and other development forecasts and other effects of the Offer, constitute forward-looking information. Such information may be characterized, for example, by the use of words such as “anticipated”, “believed”, “expected”, “intended”, “planned”, “intended”, “sought”, “will” or “may” or similar expressions. Forward-looking information is inherently subject to risks and uncertainties because it relates to future conditions and is dependent on circumstances that will occur in the future. As a result of numerous factors, many of which are beyond the Bidder’s control, future conditions may differ materially from those expressed or implied in the forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and the Bidder is under no obligation (and undertakes no obligation) to update or revise any such statements to reflect new information, future events or circumstances beyond what is required by applicable laws and regulations.

Kilde

[Kaisovski]

Haha, er det mulig…

[Christian]

@TekBot

Given that the Bidder has not achieved more than 90 per cent ownership in Doro, the Bidder currently has no intention to initiate a compulsory buy-out or delisting.

Oh lord, for en botched Job.

[Fartin]

Har de helt feil og de er under 90%? De vil jobbe for å få kjøpt de siste prosentene men det er altså ikke helt i boks? Jøsses for ett surt i den banken.

[Fartin]

Men det får ingen konsekvenser for satsningen og implementering av xplora sim kort forstår jeg.

[Fartin]

Chat gpt

Selvfølgelig! Her er hovedpoengene fra pressemeldingen:

Korrigert utfall av tilbudet: Xplora Technologies AS hadde tidligere opplyst at de hadde mottatt aksept for å kjøpe 93,33 % av aksjene i Doro AB. Dette har nå blitt korrigert til 88,32 %, på grunn av feilregistrering hos en bank.

Tilbudet er fortsatt gyldig: Selv om de ikke oppnådde målet om å eie over 90 % av aksjene, har Xplora valgt å gjøre tilbudet betingelsesløst, noe som betyr at avtalen går videre som planlagt.

Ingen tvangsutløsning nå: Siden de ikke har mer enn 90 % eierskap, vil de ikke starte prosessen for å tvinge ut de resterende aksjonærene eller fjerne Doros aksjer fra børsen (delisting) nå.

Videre plan: Xplora planlegger å kjøpe de resterende aksjene dersom de senere oppnår mer enn 90 % eierskap, og da gjennomføre tvangsutløsning og børsfjerning.

Betaling: Aksjonærer som har godtatt tilbudet, vil få pengene sine rundt 20. januar 2025.

Dette betyr at Xplora allerede har stor kontroll over Doro, men fortsatt ikke har full kontroll. De jobber videre mot dette

Xplora kan allerede begynne å påvirke og implementere sine planer for Doro, siden de nå kontrollerer 88,32 % av aksjene. Selv om de ikke har full kontroll (90 %), har de en stor nok andel til å få betydelig innflytelse på selskapets retning og beslutninger.

[Foso]

Ganske amatørmessig, men altså utenfor Xplora sin kontroll. Slik jeg leser det kjøper de alle aksjer de har fått aksept for, og vil prøve kjøpe de resterende prosentene over børs. Heldigvis ikke langt i fra. Dette kan gå fort, men kan trolig ta tid. Når de er over kan resterende aksjer tvangsinnløses.

Operasjonelt antar jeg at de igangsetter full implementering av Sim-kort når utbetaling for de drøye 88% er fullført. Selv om de nok har kommet langt i planleggingen allerede.

Edit: Ser du fikk svaret du søkte.

Når det gjelder SIM-kort-satsingen kan de nok skrive en samarbeidsavtale i bunn. Bør i mine øyne ikke stoppe implementering og salg. Det man misser er å starte PMI, dvs. integrering og konsolidering i felles ERP, ordrehåndteringsystem osv., men det vil nok ta tid uansett.

[Kaisovski]

Virker som om banken som har jobbet med akseptene, har talt aksjeposten Xplora kjøpte på 1,2m aksjer to ganger. Håpløst.

[Foso]

Ser jammen ut til at du har rett🙈 stemmer eksakt med 1230.000 aksjer…