Avidly to acquire Finnish inbound marketing company Hehku Marketing

Avidly Plc, Insider information, 1 April 2019 at 8:30 EET

Avidly to acquire Finnish inbound marketing company Hehku Marketing

In line with its strategy, Avidly is strengthening its Inbound Marketing business by acquiring the Finnish company, Hehku Marketing.

On 31 March 2019, Avidly Plc acquired 100% of the shares of Hehku Marketing Oy. Hehku Marketing develops its customers’ businesses through inbound and content marketing using the HubSpot technology. The acquisition of Hehku Marketing will strengthen Avidly's current position as a leading inbound agency and HubSpot Partner in Finland, Sweden, Norway and Denmark.

The purchase price of Hehku Marketing is EUR 360,220, which is paid by offering 62,000 new Avidly shares in a directed issue to Viima Helsinki Oy, the owner of Hehku Marketing. In addition, Avidly will pay Viima Helsinki an additional purchase price in 2020 provided that the conditions set for the additional price are met. The new shares issued as consideration are subject to two-year transfer restriction (lock-up). In addition, the transaction includes other customary terms and conditions. The acquisition will not affect Avidly’s guidance for 2019.

“Our goal is strong growth in Avidly’s Inbound Marketing business, both organically and through acquisitions. The acquisition of Hehku is the next step in executing our growth strategy. Through Hehku Marketing, a HubSpot Gold Partner, we will gain resources to further strengthening of our inbound expertise and the development of our services. Hehku Marketing has been particularly successful with large industrial customers as well as in retail,” says Jyrki Vaittinen, CEO of Avidly.

In 2018, Hehku Marketing’s revenue grew by some 27%, amounting to EUR 607 thousand. Hehku Marketing will be consolidated to Avidly figures as of 1 April 2019.

Key figures of Hehku Marketing (according to Finnish Accounting Standards)

“Our aim from the beginning has been to build an international success story for Hehku Marketing. Joining forces with Avidly will make this happen quicker than we planned,” explains Henri Pallonen, co-founder of Hehku Marketing. “By combining our expertise with that of Avidly, we will create a strong, international team, which has a globally leading expertise in HubSpot. This will enable us to develop our customers’ businesses more holistically than before,” continues Tomi Hyttinen, co-founder of Hehku Marketing.

Following the acquisition, all seven employees of Hehku Marketing will transfer to Avidly’s Helsinki office. Together with the Avidly team, the founders of Hehku Marketing will continue to developing Avidly’s Finnish inbound business: Henri Pallonen will be appointed as Country Manager, Inbound in Finland, and he will report to COO Ingunn Bjøru. Tomi Hyttinen will be appointed as Head of Inbound Sales, Finland. Hehku Marketing Oy will change its name to Avidly Inbound Finland Oy.

“Avidly aims to considerably strengthen our services based on HubSpot-technology both in our existing markets (Finland, Sweden, Norway and Denmark) and in selected regions, mainly in Europe. We have already recruited 17 inbound experts in our operating countries this year. The addition of Hehku Marketing’s seven professionals will bring us more know-how and interesting customers in Finland. It is important to us that the corporate cultures of the possible M&A parties are aligned. We feel that we share similar values and ways of working with Hehku Marketing ,” explains Jyrki Vaittinen.

Purchase price

The purchase price of Hehku Marketing is EUR 360,220, which is paid in Avidly Plc’s shares. In order to execute the transaction and pay the purchase price, Avidly issued 62,000 new shares to Viima Helsinki Oy in a directed share issue. Viima Helsinki is owned by Henri Pallonen and Tomi Hyttinen.

Viima Helsinki is entitled to an additional purchase price which will be paid in 2020 if the combined gross profit accrued from Avidly’s Finnish Inbound Marketing business (as on 31 March 2019) exceeds EUR 2.313 million and the combined EBITDA is positive. The amount of the additional purchase price will correspond to the euro amount exceeding EUR 2.313 million multiplied by 0.7.

Information on the directed share issue

The number of new shares transferred to Viima Helsinki, the shareholder of Hehku Marketing, was determined by dividing the purchase price by the daily volume weighted average closing price of Avidly shares in the First North market place maintained by Nasdaq Helsinki, which equalled EUR 5.81 per share. The new shares issued will have equal shareholder rights with the other Avidly shares as of registration. The number of Avidly shares will increase to 2,430,772 shares.

Avidly’s Board of Directors’ decided on the directed share issue and the deviation from the pre-emptive subscription right of the shareholders based on the authorisation granted by the Extraordinary General Meeting of 31 August 2018. As the share issue is related to executing Avidly’s new growth strategy and the acquisition will clearly expand the company’s Inbound Marketing business, the Board resolved that there is a valid reason for deviating from the shareholders’ pre-emptive subscription right. Avidly will apply to have the new shares listed alongside other Avidly shares in the First North market place maintained by Nasdaq Helsinki  on 30 April 2019 at the latest.

This release contains information which Avidly Plc makes public pursuant to the EU Market Abuse Regulation, article 17.

AVIDLY Plc

Board of Directors

Additional information:

Jyrki Vaittinen, CEO, Avidly; tel +358 40 703 1662

Henri Pallonen, CEO, Hehku Marketing; tel +358 50 323 6146

Oaklins Merasco Oy acts as the certified advisor of the company, tel +358 9 6129 670

Hehku Marketing is a strategic partner for its customers, helping them to grow through means of inbound marketing. www.hehkumarketing.com

Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics. Avidly is listed on the Nasdaq First North market place in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of more than 230 navigators and explorers, makers and shakers in 14 locations in Finland, Sweden, Norway and Denmark. Read more: investors.avidlyagency.com/en