Cxense ASA divests Emediate ApS, a part of its non-core advertising business
Reference is made to the stock exchange notice made by Cxense ASA (“Cxense” or the “Company”) on 24 August 2017 regarding the new board and management’s decision to pursue a growth strategy with focus on DMP with Intelligent Personalization and to divest non-core business.
In line with this new strategy, the Company has today, on 14 December 2017, entered into and completed a sale of its wholly-owned subsidiary Emediate ApS (“Emediate”) in Denmark to Adnuntius AS in a transaction evaluating Emediate at an enterprise value of USD 800,000.
In the Cxense Q3 2017 report Emediate revenues amounted to USD 323,149 and was presented as part of the non-core advertising segment.
Emediate was acquired by the Company in 2013 and has formed part of the Company’s advertising business. Emediate offers an ad server for display, rich media, video, and mobile advertising that boosts digital advertising revenue for publishers. Emediate integrates with the Cxense DMP (Data Management Platform), enabling publishers to segment their audience and target ads to specific site visitors, increasing advertising effectiveness, relevance and revenue. In 2015 and 2016, Emediate generated revenues of USD 3.9 million and USD 3.1 million and had a net profit of USD 0.7 million and USD 0.8 million, respectively. As of 31 December 2015 and 2016, Emediate had total assets of USD 3.1 million and USD 3.6 million, respectively and equity of USD 2.5 million and USD 3.2 million, respectively. The equity book values in 2015 and 2016 included an intercompany receivable on Cxense of USD 1.4 million and USD 1.9 million respectively. The intercompany debt is settled as part of the transaction. Emediate has no employees.
Adnuntius AS has acquired 100% of the shares in Emediate based on an enterprise value of USD 800,000, on a cash and debt free basis with financial closing effect as of 1 October 2017. Adjusted for cash and debt and dividends to Cxense after financial closing, the purchase price payable by Adnuntius AS is USD 644,860 of which USD 322,430 has been settled today, and the remaining USD 322,430 falls due on 15 February 2018. The payment due on 15 February 2018 is guaranteed by certain shareholders in Adnuntius AS. The Company also expects to receive additional payments of up to approximately USD 82,000 depending on future settlement of certain balance sheet items.
The current Cxense group carrying book value of the Emediate investment USD 1.1 million. For accounting purposes, the transaction will result in a net loss of USD 0.1 million.
The Company is not aware of any agreements entered into or that are planned to be entered into, in connection with the transaction that are of the benefit for the senior employees or board of directors of the Company or for the senior employees or board of directors of Emediate.
Following the divestment of Emediate the remaining non-core advertising business comprise mostly of the Maxifier customer base. Cxense is actively pursuing divestment of the Maxifier business and expects this to happen in 1H 2018.
Aabø-Evensen & Co Advokatfirma AS and Ernst & Young has acted as legal and financial advisors to Cxense ASA in connection with the transaction.
Adnuntius AS is a Norwegian-based software company providing publishers and marketers with a next generation advertising and marketing platform. In a rapidly changing marketplace where programmatic advertising, new data privacy legislation and demand for faster advertising creates demand for better solutions, Adnuntius provides a holistic solution for data utilization, programmatic buying and selling, and effective ad serving to clients internationally. The company is a privately held company established in 2016. This acquisition entails no material changes to current Emediate ApS customers, but customers are welcome to read more about this on http://www.adnuntius.com/.
Cxense helps publishers and marketers across the globe to transform their raw data into their most valuable resource. Cxense's leading Data Management Platform (DMP) with Intelligent Personalization, give companies unprecedented insight about their individual customers, and enables them to action this insight real-time in all marketing and sales channels. Benefits include increasing digital revenue and user loyalty. Cxense works with brands such as Aeon, Wall Street Journal, Grupo Clarin, NBC Universal, Aller and many more. Cxense is headquartered in Norway with offices worldwide and the company is listed on the Oslo Stock Exchange with the ticker 'CXENSE.' For more information: www.cxense.com
Investor Relations Contact:
Jørgen Loeng, Chief Financial Officer
Mobile: +47 906 60 062
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.