CORRECTION: LINK Mobility Group ASA signs Term Sheet regarding acquisition of SMSAPI in Poland
LINK Mobility Group ASA ("LINK"), one of Europe's leading and fastest growing providers of B2C mobile messaging and mobile services, has entered into a term sheet regarding the acquisition of Polish mobile messaging company ComVision Sp. z o. o., providing services under the brand of SMSAPI ("SMSAPI").
SMSAPI was established in 2007. SMSAPI has 37 employees and consultants based in Gliwice in Poland. SMSAPI had in 2016 a revenue of EUR 9.27 million and an adjusted EBITDA of EUR 2.05 million. SMSAPI serves 5,800 Polish and international customers. SMSAPI has a strong presence in the Polish market and leads the market for self-service mobile messaging in Poland with a market share of more than 40%.
"This is another milestone for the development of LINK into the leading mobile messaging and solution company in Europe. This is LINK’s first acquisition in Poland and the Polish market is under strong development and growth. We are also very pleased with the fact that SMSAPI has a large SMS customer base of more than 5,800 customers and good balance of SME and large corporate customers. The company also has a very strong branded mobile messaging solution called SMSAPI. This is a state of the art self-sign on solution that is very scalable and will be used in our other markets as well. We will also capitalize on the strong marketing position in the Polish market and introduce our suit of innovative mobile solutions. With this latest acquisition in Poland LINK confirms again its ambition to drive consolidation in this market the same way that we have driven consolidation in the Nordic markets," says Arild E. Hustad, CEO of LINK.
"We are very proud and happy to partner with LINK. As an SMS marketing leader in the Polish market we are seeking new markets and challenges, and so we see this partnership as an unique opportunity to grow our company, and become part of an international group. We will bring our technology and experience to the LINK group and look forward to take advantage of the solutions developed by LINK and bring them to the Polish market," says Wojciech Kaczmarek, CEO of SMSAPI.
The agreed enterprise value of the transaction is EUR 16.00 million, on a cash-free and debt-free basis and assuming a normalized level of working capital. The enterprise value is based upon an estimated EBITDA for SMSAPI in 2017 of EUR 2.66 million multiplied by a factor of 6, and will be subject to adjustments if the actual EBITDA differs from the expected EBITDA.
The purchase price under the transaction will, subject to customary adjustments, be settled as follows:
- 40% of the purchase price in cash upon closing;
- 34% of the purchase price as sellers' credit to be paid no later than 36 months from closing. Interest of 4.75% per annum is to be paid in quarterly arrears; and
- 26% of the purchase price of shares in LINK valued at the closing share price at the Oslo Stock Exchange as of today, 28 June 2016.
LINK intends to acquire all shares in SMSAPI from the sellers Grzegorz Łysiuk and Marek Bardziński, and the acquisition is conditional upon a satisfactory result of a due diligence process to be performed by LINK, and upon LINK and the sellers agreeing on the terms and conditions of a final share purchase agreement for the consummation of the transaction, containing, inter alia, customary closing conditions. The acquisition is furthermore subject to approval of the Board of Directors of LINK.
LINK has a solid cash position due to strong cash flow from its operations and the successful placement of a EUR 50 million bond in February 2017. The cash part of the transaction will thus be fully financed through LINK's corporate fund and bond.
The transaction is expected to close mid-September 2017.
For further information, please contact:
Arild Hustad, CEO
LINK Mobility Group ASA
Mob: +47 95 24 19 30
About LINK Mobility Group ASA
LINK is one of Europe's leading and fastest growing providers of B2C mobile messaging and mobile services. LINK believe strongly in the power of mobilizing the interaction between businesses and consumers and have developed a range of attractive solutions to meet this growing demand and market trend. LINK is headquartered in Oslo, and has offices in Oslo, Bergen, Stockholm, Malmö, Copenhagen, Kolding, Tampere, Helsinki, Madrid, Hamburg, Riga and Tallinn.
LINK has experienced stellar growth during the last years, in terms of both revenue and profits. In 2016 LINK delivered 3 billion mobile messages on behalf of its 6,300 customers, reported a pro forma revenue of NOK 1 billion and had an adjusted EBITDA of NOK 122 million.
ComVision's brand is SMSAPI - the largest SMS marketing provider in Poland with 10 years of experience. Last year SMSAPI delivered more than 500 million SMS and expect to grow significantly during 2017. There are more than 5,800 customers in SMSAPI and it’s service and database is still growing.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.