Avidly pays additional purchase price on the Netpress GmbH acquisition in advance and directs a new share issue to the sellers of Netpress GmbH
Avidly Plc inside information 23 July 2020 at 1:15 p.m. EET
The Board of Directors of Avidly Plc (the “Company” or “Avidly”) has decided on amendments to the 2019 acquisition agreement of NetPress GmbH (“Netpress”) due to Netpress’ good performance in the past 12 months. The amendments concern the grounds for and timing of the payment of the additional purchase price. In addition, the Board of Directors has decided on a directed share issue to the sellers of Netpress to speed up the integration process and to commit the sellers of Netpress more strongly to Avidly Group.
Amendments to the payment of additional purchase price
Netpress has performed well during the ownership of Avidly. Its revenue in H1 2020 was 921 thousand euros (457 thousand euros in H1 2019), an increase of 101% year-on-year. The Netpress' revenue in full year 2019 was 998 thousand euros. Due to the performance shown, the parties of the original acquisition agreement have agreed on amendments to the agreement through which the grounds for the additional purchase price were changed and the timing of the payment advanced. Consequently, Avidly Plc has today paid in total EUR 357,184.72 as additional purchase price on Netpress through a directed share issue of 238,282 new shares without payment. The amended additional purchase price does not include cash component. The new shares issued as additional purchase price are subject to transfer restriction (lock-up) until 29 August 2021.
Originally the additional purchase price was to be paid in 2021 if the annualized revenue of Netpress based on comparison of monthly average revenues of Netpress on the period of 1 October 2019 to 31 December 2019 and 1 October 2020 to 31 December 2020 exceeds EUR 1.2 million and the net profit is positive between 1 January 2020 to 31 December 2020. The amount of the additional purchase price will correspond to the euro amount exceeding EUR 1.2 million multiplied by 1.3.
Directed share issue to the sellers of Netpress
Further, in order to speed up the integration process and to commit the sellers of Netpress more strongly to Avidly Group, 76,718 new shares of Avidly were issued to the sellers of Netpress against payment of a subscription price of EUR 1.499 per share. The share subscription price corresponds to the volume-weighted average price of Avidly’s share on 30 days period between 22 June 2020 and 22 July 2020 on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki. The aggregate subscription price in the share issue against payment was EUR 115,000.00 which in its entirety is credited to Avidly’s reserve for invested unrestricted equity.
"We are very pleased to complete the acquisition of our German partner, Netpress also in terms of the additional purchase price. Netpress has developed really well over the last 12 months with close to a 100% profitable growth.
Finalizing this acquisition ahead of plans allows us to shorten the time on certain service and product developments. It also helps us to move faster in our growth journey in the exciting DACH (Germany, Austria, and Switzerland) region and get more talents working closer to our Nordic team. It is great to see the team interacting across the borders and starting to exercise Avidly’s geographic presence in several markets as a tool to spark business creativity, to help our international customers and push our capabilities further,” says Joakim Fagerbakk, Chairman of the Board of the Company.
"Our successful growth and the continued profitability for the last 12 months was only possible thanks to our engaged team, the hiring of top-level experts, and the success of our clients. The significant overall growth in the DACH market contributed also to Netpress’ successful development,” says Achim Karpf, founder and CEO of Netpress.”
The Board of Directors of the Company decided on the directed share issues based on the authorization granted to it by the Annual General Meeting of 1 April 2020. As the share issue without payment relates to the payment of the additional purchase price in an acquisition executing Company’s growth strategy there are especially weighty financial reasons for deviating from the shareholders’ pre-emptive subscription right. The directed share issue against payment relates to the Company’s growth strategy and assists in further integration as well as performance of Netpress. Therefore, weighty financial reasons for deviating from the shareholders’ pre-emptive subscription right existed.
The number of Avidly shares will increase by 315,000 shares to 5,290,004 shares after the registration of the new shares. Avidly will apply to have the new shares listed alongside other Avidly shares in the First North market place maintained by Nasdaq Helsinki on 21 August 2020 at the latest.
This release contains information which Avidly Plc makes public pursuant to the EU Market Abuse Regulation, article 17.
Joakim Fagerbakk, Chairman of the Board of Directors, tel. +47 464 28 133 (in English)
Jesse Maula, CEO, Tel. +358 40 548 0248
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Avidly is a leading marketing automation company in the Nordics and Finland’s leading marketing service provider listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of more than 250 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en