Avidly to acquire German inbound marketing company NetPress GmbH
Avidly Plc, Insider information, 28 August 2019 at 12.45 EET
Avidly to acquire German inbound marketing company NetPress GmbH
Avidly continues strengthening its Inbound Marketing business by acquiring the German company, NetPress GmbH, a HubSpot Diamond Partner.
On 28 August 2019, Avidly Plc acquired 100% of the shares of NetPress GmbH, placed in Munich, Germany. The company develops its customers’ businesses through inbound, content marketing and sales using the HubSpot technology in Germany, Austria and Switzerland (The DACH region). The acquisition of NetPress will strengthen Avidly's current position as a HubSpot's global leading marketing and sales agency. Through the acquisition Avidly will consist of 5 HubSpot Diamond Partners out of a total of 60 worldwide.
The purchase price is EUR 425,476.00, which is paid by offering 56,730 new Avidly shares in a directed issue to owners of NetPress and through cash payment of EUR 85,096.00. In addition, Avidly will pay the owners an additional purchase price in 2021 provided that the conditions set for the additional purchase price are met. The new shares issued as consideration are subject to a 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.
“As we have stated in our strategy we are growing Avidly’s Inbound marketing and sales business, both organically and through acquisitions. The acquisition of NetPress is the first step to go to new markets outside of Nordics. NetPress, Germany’s first HubSpot Diamond Partner, is a perfect companion for us to grow in the DACH region. Netpress has gone through a large transformation to a full service provider during 2018 and is now operating with a positive EBITDA”, says Joakim Fagerbakk, member of Avidly’s board of directors managing inorganic growth.
In 2018, NetPress´s revenue was EUR 1,36 million whereof 44% was recurring revenue. NetPress will be consolidated to Avidly’s figures as of today.
Key figures of NetPress from financial year 2018 (according to German accounting standards) when the company was active in the inbound marketing and sales business
|EUR 1,000||1 -12 /2018|
|Balance sheet total||863|
"We are very pleased to have found an international partner in Avidly with whom we can fully and professionally realize our ambitions to grow internationally. We knew very quickly that this combination would be extremely fruitful and that as part of Avidly we could make a significant contribution to the development of the international market for HubSpot. By positioning the company as a business solution provider, we can provide our customers with optimal international support and offer a comprehensive solution portfolio with almost 300 employees", says Achim Karpf, Founder and CEO of NetPress.
“Avidly is pursuing to grow it´s market share in services based on HubSpot-technology both in our existing markets - Finland, Sweden, Norway and Denmark - and in selected regions, mainly in Europe. The purchase of NetPress strengthens the transition to a full solution company in the areas of Digital Sales & Marketing. Ten new top talents and a network of over 40 professionals will bring us versatile know-how and add on to our long list of happy customers. It is important to us that the corporate cultures of the parties are aligned. We have spent significant time during this process to ensure that we share similar values and ways of working with NetPress,” explains Mikko Marttinen, interim CEO of Avidly Plc.
The purchase price is EUR 425,476.00 which is paid partly with cash and partly with Avidly Plc’s shares. In order to execute the transaction and pay the purchase price, Avidly issued 56,730 new shares to Net Press´s owners in a directed share issue and paid EUR 85,096.00 of the purchase price in cash.
Sellers are entitled to an additional purchase price which will 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.
Information on the directed share issue
The number of new shares issued to the owners of NetPress, is based on an agreement between the parties on a subscription price of EUR 6.00 per share, which includes a premium of approximately 5.7 % compared to the volume-weighted average price of Avidly’s share between 27 May 2019 and 27 August 2019 on the First North market maintained by Nasdaq Helsinki.The aggregate subscription price is EUR 340,380.00 which in its entirety is credited to Avidly’s reserve for invested unrestricted equity. The number of Avidly shares will increase to 2,487,502 shares after the registration of the new 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 authorization granted by the Annual General Meeting of 1 April 2019. 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 deemed 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 September 2019 at the latest.
This release contains information which Avidly Plc makes public pursuant to the EU Market Abuse Regulation, article 17.
Board of Directors
Joakim Fagerbakk, Member of the Board of Directors, Avidly; tel +47 46 42 8133
Mikko Marttinen, Interim CEO, Avidly; tel +358 50 581 7669
Achim Karpf, founder and CEO, NetPress; tel +49 171 718 1391
Oaklins Merasco Oy acts as the certified advisor of the company, tel +358 9 6129 670
NetPress is a full service strategic partner for its customers, helping them to grow through means of inbound sales & marketing in the DACH region. Read more: www.netpress.de.
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 250 navigators and explorers, makers and shakers in 14 locations in Finland, Sweden, Norway and Denmark. Read more: investors.avidlyagency.com/en