OSLO: Techstep ASA (FRA: B1T) has signed an agreement to acquire the entire share capital of Famoc S.A. and affiliates, a software company based in Poland with a European customer base, a news release said.
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.
“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.
The total purchase price for Famoc is PLN 47 (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.
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 (FRA: B1T) 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.
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.
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 (FRA: B1T) is purpose-built to become a leading Managed Mobility Services provider in the Nordics.
Techstep ASA FRA: B1T share price
0.50 EUR +0.0050 (1.02%)
7 May, 3:32 pm GMT+2 · Disclaimer
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