Hiddn Solutions ASA acquires Finn Clausen Sikkerhetssystemer AS
Hiddn Solutions ASA has on 3 April 2017 entered into an agreement with Finn Clausen Gruppen AS for the acquisition of their 100% owned daughter company, Finn Clausen Sikkerhetssystemer AS (“FCS”), a company with a significant share of the market for secure physical filling and storage systems in Norway.
FCS has since its origin in 1996, been a reputable supplier with archiving, storage and security products, of which the supply of security products represents a significant part of the company’s revenue. FCS supplies products approved for up to the level “strictly confidential”, allowing its customers to secure classified information in an unsecure environment. Hiddn believes the acquisition of FCS would represent a significant expansion of Hiddn’s direct sale capabilities and existing commercial relationships with relevant customers, especially within the sectors of defence, government, and public authorities.
FCS has a sales organization operating both direct sales and indirect sales through distributor/partner sale channels, including after-sale services and customer support. The current Board of Directors of FCS consists of Carl Espen Wollebekk, who is the main shareholder in FCG AS (80%) through Wollebekkgruppen AS. FCS has 7 employees with offices in Oslo. Dag Tauland, managing director of FCS, comments: “We are constantly looking to expand our business with products and services that are both relevant and attractive to our customers. Hiddn has a product portfolio that we believe is increasingly in demand and that could give substantial synergies to our sales organization”.
Hiddn’s chairman Øystein Tvenge comments on the proposed transaction: “We recognize Hiddn’s current position as a highly-specialized player in a large and growing ecosystem of cybersecurity. Hiddn's strategy entails executing synergistic M&A transactions; either entailing complementary technology, companies with existing market presence/distribution network, and/or companies with a profitable revenue base. The acquisition of FCS is hopefully the first out of a series of such acquisitions through which we can build a strong marketing arm in the primary markets for Hiddn”.
Hiddn will acquire 100% of the shares in FCS from Finn Clausen Gruppen AS at a purchase price of NOK 11,827,940 with addition of 5.0% interest from 1 January 2017 until completion takes place. The purchase price will at closing be settled partly by issuance of 4,000,000 new shares in Hiddn at a subscription price of NOK 2.89 per share (the "Consideration Shares"). The remaining part of the purchase price is to be settled by payment in cash. The Consideration Shares are subject to lock-up until 31 December 2017. Completion of the transaction is conditional upon, approval by Hiddn’s general meeting in an extraordinary meeting expected to be held early May. The transaction is expected to be completed within 8th of May 2017.
The following table sets out the audited key financial information for FCS (NGAAP) for the last two years:
|(NOK ‘000)||FY 2016||FY 2015|
|Revenue||18 993||20 986|
|EBITDA||1 360||1 217|
|EBIT||1 208||10 71|
|Cash and cash equivalents||753||518|
|Total assets||7 099||8 021|
FCS will be organized as a separate subsidiary under Hiddn Solutions ASA.
Carl Espen Wollebekk – New CEO of Hiddn Solutions ASA
Carl Espen Wollebekk will take the position as new CEO of Hiddn Solutions ASA, during q2 2017. Carl Espen Wollebekk has broad experience from the ICT industry. He has been CFO in Atea ASA (Merkantildata ASA), CFO in Tandberg Data and managing director in OMASS AS, later listed through an IPO and renamed Tandberg Storage ASA. The last 10 years Wollebekk has held the position as managing director in Orion Securities ASA (sold to Eika Group in 2009) and then been a managing partner in Arkwright Corporate Finance AS. Arkwright is a consulting company with 100 employees offering strategy consulting and transaction support to medium sized and large companies in Europe. An important part of this work has been focused towards the ICT industry.
Wollebekk comments: “Through the discussions and negotiations, I have had the opportunity to learn more about the Hiddn technology and the opportunities within the marked for storing, transmitting and reading sensitive information and secure data. I believe we have only seen the beginning of a strong growing market, and I am very motivated by the opportunity to work with some of the most knowledged people in the industry. I believe Hiddn is unique within a focused and specialized niche of the industry. To take advantage of market opportunities however, we must consider taking a broader position in the cyber security market”.
Carl Espen Wollebekk has been offered to subscribe for an additional number of shares limited to 4,000,000 shares in Hiddn, at a subscription price of NOK 2.89 per new share. The board of directors of Hiddn will propose to the extraordinary general meeting of Hiddn to grant the board of directors with the necessary authorization to issue shares to Carl Espen Wollebekk.
Other than the above, no special agreements or arrangements have been or will be entered into with the directors or executive management of FCS or Hiddn in connection with the transaction.
Hiddn will present additional information in an information document to be prepared and published in accordance with applicable provisions under the Continuing Obligations applicable to companies listed on the Oslo Stock Exchange.
For further information, please contact CEO Tore Viana-Rønningen on telephone +47 911 08 693
About Hiddn Solutions ASA
Hiddn Solutions ASA is a public limited company situated in Oslo, Norway, listed on the Oslo Stock Exchange under the ticker HIDDN. The Company’s operating activities are reported through the subsidiaries Hiddn Security AS and Hiddn Solutions AS (together named "Hiddn").
Hiddn is supplying impenetrable proprietary hardware-based authentication and encryption products to military, governmental, institutional, and corporate clients with further potential to scale into the retail market by building on and benefiting from the experience and competence of the management and employees in Hiddn.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.