Penneo A/S acquires KYC software business activities from CLA Reply ApS to fuel Penneo’s international expansion

Company Announcement No. 8-2020
Copenhagen, October 06, 2020

Today, Penneo A/S (Penneo) entered into an agreement with CLA Reply ApS (CLA Reply) to acquire the company’s Know-Your-Customer (KYC) software activities. CLA Reply is a Danish SaaS company offering verticalized software for the audit and accounting industry. The acquisition is expected to strengthen the international roll out of Penneo’s end-to-end platform.

“CLA Reply offers an innovative market-leading KYC software for audit and accounting firms. The KYC software has strong global potential that taps into the increasing focus of global Anti-money laundering (AML) and KYC challenges for audit and accounting firms.” Nicolaj Højer Nielsen, Interim CEO of Penneo.

Highlights

• With the KYC software built into Penneo’s platform and onboarding of the CLA team, Penneo is able to deliver even more value to existing customers and deploy additional resources to fuel the acquisition of new customers.
• The acquisition is expected to contribute to Penneo’s ARR growth and ties directly into the strategy of becoming a global de facto standard for critical and identity-centered processes in audit and accounting firms.

The match between the assets of CLA Reply and Penneo 

Today CLA Reply has sold the client onboarding to approximately 100 customers in Denmark, primarily accountants and bookkeepers. The strong product-market fit has also been confirmed by several of Penneo’s biggest audit and accountant clients, who have clearly stated the need for and interest in a client onboarding solution integrated in Penneo’s platform. It is therefore expected that Penneo can leverage its strong market position to distribute the new product to existing audit and accountant clients in the Nordics and contribute to their compliance in the KYC processes.

Likewise, the product will strengthen Penneo’s international roll-out and will be applied to Penneo’s other strategic verticals in the home markets such as legal, property asset management and financial institutions.

On the acquisition

Penneo acquires CLA Reply’s client onboarding activities, including software code base, IPR and customers. Additionally, the two founders of CLA Reply and expectedly a small team of employees will continue employment at Penneo to ensure successful product implementation and future product development for international markets. The transaction is completed as of today with the transfer of the client onboarding activities and all related assets to Penneo.

The agreed purchase price for the client onboarding activities is a maximum off DKK 15 million, of which a fixed amount of DKK 12 million is paid today at closing of the transaction and a variable amount (“earn-out”) of DKK 3 million will be paid no later than December 31st 2021,  contingent on the achievement of four performance milestones that each constitute 25% of the DKK 3 million; two of which regard internationalization by entering two new countries and two of which regard retention of two founders; Henrik Asbæk Boensvang and Shum Stra.

The fixed amount of DKK 12 million will be paid partially in cash with DKK 3.75 million and partially with a number of Penneo shares at the applicable market price equivalent to a total market value of DKK 8.25 million. The earn-out will be paid with a number of Penneo shares at the applicable market price equivalent to a total market value of DKK 3 million. The DKK 8.25 million of the purchasing price paid up front in Penneo shares represents 1,0% of the share capital. In case the total earn-out will be paid out CLA Reply’s ownership will increase to 1,8% at today's market price. Penneo will use its own shares as remuneration to CLA Reply and consequently no new shares will be issued in connection with the transaction. Shares used as remuneration to CLA Reply are subject to the same lock up terms as those described in section 4.5.3 in Penneo’s Company Description: Penneo Company Description
 

Further information
Interim CEO, Nicolaj Højer Nielsen
Mobile (+45) 25 46 25 80
PENNEO A/S
VEGA, Enghavevej 40, 4th floor, 
1674 Copenhagen V, Denmark

Certified Advisor
Grant Thornton, Jesper Skaarup Vestergaard
Direct (+45) 35 27 50 11, Mobile (+45) 31 79 90 00
Grant Thornton 
Stockholmsgade 45 2100 Copenhagen Ø, Denmark 

About Penneo A/S

Penneo A/S (Penneo) is a Software-as-a-Service (SaaS) company, originally focused on delivering the digital pen (Penneo = new pen) back in 2014. Today, Penneo has evolved into an eco-system of automation solutions that digitizes company workflows related to onboarding of customers (KYC), and signing and management of documents in a secure and easy way. The Company offers a RegTech solution that helps companies comply with regulations in an efficient and inexpensive way. Penneo has a strong position in the Nordics and in Denmark, where more than 550.000 people used Penneo’s workflow in 2019.