Karnov Group progresses in the contemplated acquisition of carved out legal information-based businesses of both Thomson Reuters in Spain and Wolters Kluwer in Spain and France

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On 9 December 2021, Karnov Group AB (publ) (“Karnov” or the “Company”) announced its submission of a binding offer to acquire carved out legal information-based businesses of both Thomson Reuters in Spain and Wolters Kluwer in Spain and France. Wolters Kluwer has now completed the information and consultation processes with its French and European Works Councils, and a share purchase agreement has therefore been entered into. Completion of the transaction is entirely conditional on obtaining clearance by the Spanish Antitrust Authority. Completion of the transaction is envisaged to occur during 2022.

Karnov has today signed a share purchase agreement to acquire the entire share capital and voting rights of Wolters Kluwer France S.A.S (“Wolters Kluwer France”), Wolters Kluwer Legal & Regulatory España, S.A. (“Wolters Kluwer Spain”) and Editorial Aranzadi S.A.U. (“Thomson Reuters Spain”) (together the “Transaction Entities”) and certain subsidiaries^[1] and the transfer of certain IP rights^[2] for a cash consideration of approximately EUR 160 million on a cash- and debt-free basis. As previously communicated on 9 December 2021, Karnov has agreed on the terms and secured a new bridge loan facility from Nordea Danmark, Filial af Nordea Bank Abp, Finland in order to finance the transaction. Karnov has undertaken to repay part of the bridge loan facility with the capital raised in the directed share issue that Karnov carried out on 14 December 2021.

The transaction in brief

• Karnov Group has a solid track-record from geographical expansion and integration within its core offering in legal information services, evident by the acquisition of Norstedts Juridik in 2018. The transaction will transform Karnov from one of the leaders in the Nordic markets for legal information services to a European player with strong market presence in Spain and France, as the Transaction Entities entail some of the very well-known brands within the segments of legal information & reference, workflow & analytics, and training spaces in Spain and France

• Together the combined Transaction Entities will create a relevant player in Spain and France with preliminary unaudited pro forma revenues of approximately EUR 123.9 million combined with an EBITDA of approximately EUR 17.1 million, equivalent to approximately SEK 1,299.3 million and SEK 179.3 million respectively[3] , corresponding to an EBITDA margin of 13.8 percent, for the financial year 2020
  • Further, the combined group (Karnov and the Transaction Entities) would have a contemplated preliminary unaudited pro forma revenue and adjusted EBITDA for the six-month period ended 30 June 2021 of approximately SEK 992.8 million and SEK 292.9 million, respectively[4]
  • By combining the best content and platform and leverage on best practice Karnov can create a strong market presence in Spain and France and create a basis for further development of the local businesses. Karnov will be well-positioned to realize cost efficiency opportunities in Spain to generate fully phased run-rate in-market synergies, on an EBITDA level of up to approximately EUR 10 million with full effect in 2026 and expects the costs of achieving this to amount to a total of up to approximately EUR 24 million

• Completion of the transaction is entirely conditional on obtaining clearance by the Spanish Antitrust Authority. Completion of the transaction is envisaged to occur during 2022.

Pontus Bodelsson, President and CEO of Karnov Group, comments:

“We are satisfied with the outcome of the information and consultation processes with Wolters Kluwer’s French and European Works Councils, and we are proceeding with the transaction process as we have planned. With the share purchase agreement now signed, we are awaiting the approval from the Spanish Antitrust Authority before closing the contemplated acquisition. I believe the contemplated acquisition comprises a very attractive opportunity to combine the best of Wolters Kluwer’s and Thomson Reuters’ platform and content with best practices within Karnov to create a best-in-class offering for accelerated expansion and significant value creation for our customers and shareholders.”

For more information, please contact:
Pontus Bodelsson, President and CEO
Telephone: +46 709 957 002
Email: pontus.bodelsson@karnovgroup.com

Erik Berggren, Investor Relations Specialist
Telephone: +45 52 19 65 52
Email: erik.berggren@karnovgroup.com

This information was submitted for publication at 17.20 CET on 28 February 2022.

Karnov Group is a leading provider of mission critical information in the areas of legal, tax and accounting, and environmental, health and safety in Denmark and Sweden. With brands such as Karnov, Norstedts Juridik, Notisum, Legal Cross Border, Forlaget Andersen, LEXNordics, DIBkunnskap and Echoline, Karnov Group delivers knowledge and insights, enabling more than 80.000 users to make better decisions, faster – every day. With offices in Copenhagen, Stockholm, Oslo, Toulouse, Paris and Malmö, Karnov Group employs around 290 people. Net sales in 2021 amounted to SEK 878 M. The Karnov share is listed on Nasdaq Stockholm, Mid Cap segment under the ticker “KAR”. For more information, please visit www.karnovgroup.com.

Important information

This press release does not constitute an offer to sell or a solicitation of any offer to purchase any securities. This press release is not a prospectus and it has not been approved by any regulatory authority in any jurisdiction. Any decision to invest in securities referred to in this press release must be made on the basis of all publicly available information relating to the Company and the securities. The information in this press release does not purport to be complete. No reliance may be placed for any purpose on the information in this press release or its accuracy or completeness. This press release does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Karnov or its securities.

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Forward-looking statements

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