This information is disclosed in accordance with the Securities Markets Act, the
Financial Instruments Trading Act or demands made in the exchange rules.
Ratos has signed an agreement, together with Rite Ventures and the company's
management, to acquire Nebula Oy, Finland's leading provider of cloud services
to small and medium-sized companies. The purchase price (enterprise value) for
100% of the company amounts to EUR 82.5m, of which Ratos will provide equity of
approximately EUR 35m. Subsequent earn-outs may be paid.
Nebula is a market-leading provider of cloud services, IT infrastructure and
network services to small and medium-sized companies in the Finnish Market. The
company is currently owned to approximately 80% by Rite Ventures and 20% by its
management and founder. Ratos will acquire approximately 75%, Rite Ventures will
retain a 15% holding and management and other key people will have a holding of
approximately 10%.
The company has four data centres, of which two are located in Finland, one in
London and one in Singapore, as well as its own leased fibre network between the
largest cities in Finland. Nebula has a total of about 34,000 customers and
sales in 2012 totalled EUR 24.2m with an operating profit (EBITA) of EUR
8.1m. 90% of sales are subscription based. Since 2006, Nebula has had average
annual growth of 26% with good profitability. The company currently has 110
employees.
Ratos's CEO, Susanna Campbell, comments: "Nebula is a fast-growing and market
leading company in its sector where demand is driven partly by an increased need
for flexible, secure and highly accessible data storage and transmission, and
partly by the efficiency gains customers can obtain by outsourcing parts of
their IT environment. We look forward to owning Nebula together with the
company's competent management and Rite Ventures. We see major potential to
develop Nebula with continued growth and good profitability since they have a
very strong market position, a scalable business model, good customer
relationships, strong cash flows and services that are relatively non-cyclical."
Ratos is acquiring approximately 75% of Nebula. The purchase price (enterprise
value) for 100% amounts to EUR 82.5m, of which Ratos will provide equity of
approximately EUR 35m. The amount invested by Ratos will be affected by cash
flow until closing. The net debt is expected to amount to approximately EUR
40m. An earn-out payment maximised at EUR 10m may be paid in 2013 and an
additional maximum EUR 10m in 2014 provided certain profitability milestones are
achieved. Ratos's share of a possible earn-out payment will correspond to its
ownership stake. If Ratos's average annual return (IRR) at exit exceeds 20%, an
option entitles the sellers to also receive a small portion of this excess
return.
The acquisition is subject to approval from the relevant authorities and is
expected to be completed in the second quarter 2013.
For further information, please contact:
Susanna Campbell, CEO Ratos, +46 8 700 17 00
Emma Rheborg, Head of Corporate Communications and IR, Ratos, +46 8 700 17 20
Financial calendar from Ratos:
Annual General Meeting 2013 17 April 2013
Interim Report January - March 2013 8 May 2013
Interim Report January - June 2013 15 August 2013
Interim Report January - September 2013 8 November 2013
Ratos is a private equity conglomerate. The company's mission is to maximise
shareholder value over time through the professional, active and responsible
exercise of its ownership role in primarily medium to large unlisted Nordic
companies. Ratos's holdings include AH Industries, Arcus-Gruppen, Biolin
Scientific, Bisnode, DIAB, Euromaint, Finnkino, GS-Hydro, Hafa Bathroom Group,
HL Display, Inwido, Jøtul, KVD Kvarndammen, Mobile Climate Control and
SB Seating. Ratos is listed on Nasdaq OMX Stockholm and market capitalisation
amounts to approximately SEK 21 billion.
