Cxense ASA divests Maxifier Ltd, a part of its non-core advertising business

Reference is made to Cxense ASA’s (“Cxense” or the “Company”) report for Q2 2018, published on 22 August 2018, in which the Company confirms its strategy to divest the Maxifier advertising business. 

The Company has today, on 20 November 2018, entered into an agreement for the sale of  70% of the shares in its wholly-owned subsidiary Maxifier Ltd (“Maxifier”) to Bmax AS. 

The transaction is based on an enterprise value of USD 250,000, on a cash and debt free basis. Adjusted for cash and debt, the equity value of Maxifier on a 100% basis is USD 250,000. The purchase price payable by Bmax AS for its 70% stake is therefore USD 175,000, all of which is subject to a vendor credit agreement with maturity date 1 January 2021.  

Maxifier enables businesses to optimize the performance of advertising campaigns running on their websites, mobile sites, and mobile apps, as well as across third-party sites. The Maxifier solution analyzes data and identifies the highest performing inventory set-up for each and every advertising campaign, enabling an automated optimization process to continually enhance performance to meet advertiser KPIs including delivery, CTR, actions, and viewability.

Maxifier pro forma P&L: 

USD thousand  YTD October 2018  Q3 2018 
Revenue  825  231 
Gross profit  708  199 
EBITDA  200  50 

Pro forma balance sheet: 

USD thousand  31 October 2018 
Total assets  230 
Equity  207 

Bmax AS will also have an option to acquire further 50% of the remaining shares in Maxifier held by Cxense, corresponding to 15% of currently outstanding shares. The option expires on 20 November 2020. The purchase price payable to Cxense for the option shares shall be calculated using the same principles as for the purchase price, but subject to a pre-agreed enterprise value of USD 1,000,000. 

Bmax AS is a company under incorporation controlled by John T. Sviland, a former Cxense employee and co-founder. Mr. Sviland indirectly controls 81,800 shares in Cxense. 

Completion of the transaction is subject to certain conditions, and is expected to occur in November 2018.  

As per 31 October 2018, the net carrying book value of the Maxifier investment in Cxense consolidated figures is USD 0.4 million.  For accounting purposes, the transaction will result in an estimated comprehensive loss for the Cxense Group of approximately USD 0.2 million. 

Aabø-Evensen & Co Advokatfirma AS has acted as legal advisor to Cxense ASA in connection with the transaction. 

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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Investor Relations Contact: 

Jørgen Loeng, Chief Financial Officer 

Email: ir@cxense.com 

Mobile: +47 906 60 062

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