Cxense ASA acquires Enreach Solutions OY
Oslo, Norway - 18 April 2018 - Cxense ASA ("Cxense") today announced it has entered into an agreement to acquire the Finnish Data Management Platform (DMP) company Enreach Solutions OY ("Enreach") from Enreach Solutions AB (the "Seller").
The Enreach DMP features audience segmentation and campaign reporting capabilities that are complementary to the Cxense DMP and the Enreach-Cxense technology combination is already deployed and proven in 13 joint customer cases. Enreach and Cxense have worked tightly together in the European market since the companies formed a partnership in the beginning of 2017.
The transaction will enable the companies to capture operational synergies as well as to over time create a more integrated and competitive DMP offering and fuel the Cxense growth capabilities.
The transaction is expected to add EUR 0.177 million (USD 0.22 million) of quarterly revenue, which is a 6% addition to the Cxense Data Management and Personalization revenue segment. The Enterprise Value of EUR 1.875 million* is expected to be adjusted by approximately EUR 1.083 million due to debt held by Enreach Solutions OY. The expected balance, the purchase price, of approximately EUR 0.8 million will settled by issuance of new shares in Cxense at a price of NOK 55 per share (the "Consideration Shares"). The Consideration Shares represent a 1.6% Cxense shareholder dilution.
In addition to the purchase price, the Seller will be entitled to an earn-out of EUR 900,000 if the Cxense share has traded at a volume weighted average higher than NOK 80 for a period of 10 consecutive days within three years after the closing of the transaction and an additional EUR 900,000 if the Cxense share has traded at a volume weighted average higher than NOK 120 for a period of 10 consecutive days within the same period. The earn-out can be settled by Cxense in cash or by Cxense shares (the "Earn-out Shares"), or by a combination of cash and shares, at Cxense’s sole discretion.
The Consideration Shares are subject to a lock-up period, whereby 50% of the Consideration Shares are subject to a lock-up until 30 November 2018 and the remaining 50% are subject to a lock up of 12 months from the date of closing of the transaction. The Earn-out Shares, if any, will be subject to a lock-up period of 6 months from the time of issuance by Cxense.
Consummation of the transaction is subject to customary conditions, including approval of the transaction by the Board of Directors of Cxense. The transaction is expected to be completed during April 2018.
Enreach Solutions was established in 2010 and is led by managing director Kimmo Kiviluoto.The company currently has 10 employees. Enreach Solutions’ current Board of Directors consists of Kimmo Kiviluoto and Brian Jacobs.
The Q1 2018F Enreach EBITDA was EUR -84 thousand. During Q1 and into Q2 Enreach has optimized its organization and cost base and the EBITDA contribution from Enreach in Q2 2018 is expected to be 0.
The following table provides key financial information for Enreach Solutions:
||Q1 2018F**||FY 2017 Unaudited||FY 2016 Audited|
|OPEX (excl. capitalized OPEX)||235||1,252||1,527|
|EBITDA (excl. capitalized OPEX)||-84||-757||-817|
|Cash and cash equivalents||5||15|
*Cxense will acquire 100% of the shares in Enreach from the Seller. The Enterprise Value of EUR 1.875 will, as described above, be adjusted for cash, debt and deviation from a normalized level of net working capital as of closing. The above figures are estimates based on current expectations for cash, debt and working capital level as of closing. Closing of the transaction is expected to happen in the month of April 2018.
19% of the EUR 1.083 million debt has an 18 month payback time and 5% annual interest, while 81% of the loan has a divided 3 and 5 year payback plan and 1% annual interest.
**Forecast made during due diligence. Unaudited and unreconciled.
***Revenues from Cxense will be eliminated when consolidating Enreach and Cxense. Enreach Revenues from Cxense represents cost in Cxense today and is booked as Cost of Sales.
****To be decided according to IFRS and Cxense existing principles for capitalization of R&D
In connection with the transaction, Kimmo Kiviluoto and Ville Wettenhovi will enter into new employment agreements with Enreach Solutions and Kimmo will take part in the Cxense leadership team. Other than these agreements, there are no special agreements or arrangements that have been or will be entered into with the directors or executive management of Enreach Solutions or Cxense in connection with the transaction.
Aabø-Evensen & Co Advokatfirma AS (Norway), Merilampi Attorneys Ltd. (Finland) and EY are acting as advisors to Cxense in connection with the transaction.
For further information, please contact:
Jørgen Marius Loeng
Chief Financial Officer
Mobile: +47 90 66 00 62
Cxense helps publishers and marketers across the globe to transform their raw data into their most valuable resource. Cxense's leading Data Management Platform (DMP) with Intelligent Personalization, gives companies unprecedented insight about their individual customers, and enables them to action this insight real-time in all marketing and sales channels. Benefits include increasing digital revenue and user loyalty. Cxense works with brands such as Aeon, Wall Street Journal, Grupo Clarin, NBC Universal, Aller and many more.
Cxense is headquartered in Norway with offices worldwide and the company is listed on the Oslo Stock Exchange with the ticker 'CXENSE.' For more information: www.cxense.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.