Solteq to acquire TM United A/S group, expands to Denmark and Norway
Solteq Plc. Stock Exchange Release, 1 December 2017, 8:00 a.m.
Solteq Plc has agreed to purchase the entire share capital of TM United A/S. The group, comprising TM United A/S and its subsidiaries, is known to the market as Theilgaard Mortenssen (TM). The acquisition allows Solteq to expand to the Danish market and open an office in Norway. The company also has offices in the United Kingdom, Sweden and Spain.
TM's solutions are focused on digital transactions and the optimisation of the online customer experience. The group posted net sales of €4,8 million for 2016 and currently has a staff of 35 experts. Solteq estimates that after the acquisition about one fifth of the company's annual net revenue comes outside Finland.
The parties have signed the sale and purchase agrement (SPA) for all shares of the company on 1 December 2017. The net debt-free sale price (EV) is €3.5 million; ca. €1 million will be paid by a directed share issue to the seller.
The transaction is conditional to standard conditions precedents regarding the target, and ownership arrangements between the seller and current owners. The parties intend to complete the acquisition in January 2018.
Mutually complementary services and geographical compatibility
TM's solutions are focused on digital transactions and the optimisation of the online customer experience. The company also has a 50 percent market share in the systems used by the Danish public sector's dental healthcare organisations.
After the purchase, Solteq will be offering the Deep Vision cloud service for its customers – the service is used to determine why online sale targets, i.e. conversions, are not being realised. Companies can use the service to better understand the behaviour of the visitors to their website.
"This acquisition will distinguish us among Nordic digital players, complementing our electronic transaction solutions. Going forward, we will be the premier online service developer who can implement services with superior usability and fix existing defects," says Olli Väätäinen, CEO of Solteq Plc.
The company's digital commerce solutions are based on the same technology and expertise that Solteq uses in its current customer solutions. The acquisition will hence increase Solteq's delivery capacity to its existing customers, as well as the Danish and Norwegian B2B and B2C customers introduced by the acquisition.
"This acquisition is another step in Solteq's Nordic expansion strategy. We will now become a truly Nordic company," says Väätäinen.
"We have worked with Solteq for a number of years and have formed a good corporate relationship. In particular, we find Solteq's values to closely match ours. We have sought growth in the Nordic countries and possibly Europe for a long time. We believe that this can be best achieved together with Solteq as a bigger company. This new arrangement will make it possible for us to better serve our customers' demand with a wider selection of services," says Kim Theilgaard, CEO of TM.
Purchase price, payment and financing
Solteq will acquire the entire share capital of TM United A/S from Theilgaard Mortensen Holding ApS. The net debt-free sale price (EV) of the entire stock of TM United A/S is €3.5 million; €1 million will be paid by new Solteq shares offered to the seller in a directed share issue in accordance with the authorisation granted to the board by the general meeting on 17 March 2017.
Payment of the cash consideration will be made with cash. In the directed share issue, share price will be the average closing price between 25 October and 24 November 2017 weighted by trading volume – €1.59 per share. A total of 628,930 new shares will be issued when the acquisition is completed. The issued shares represent 3.26 percent of the post-issue outstanding shares. The shares issued are subject to sell and transfer restrictions (lock-up) for period of 24 months from the closing date. In addition, seller shall pledge the shares as security for the obligations and liabilities of the seller under the SPA.
The acquisition and the payment of the purchase price, including the directed share issue, are planned for January 2018. According to the agreement, TM will be consolidated into the Solteq group on 1 December 2017.
Key figures for TM United A/S
According to Danish law, the TM United group is not obligated to prepare consolidated financial statements. As part of the corporate acquisition report, Solteq has prepared the following key figure summary based on the financial statements of the notable group companies engaged in TM United group business. The purpose of the summary is to provide sufficiently detailed and relevant financial information about the subject of the corporate acquisition.
The following table includes information for the accounting periods of 2015 and 2016 (1 January to 31 December; one thousand euros):
| Income statement | (thousand euros) | |||
| 1.1.-31.12.2016 | 1.1.-31.12.2015 | |||
| Revenue | 4 817 | 4 224 | ||
| Materials and services | -1 075 | -786 | ||
| Employee benefit expenses | -2 400 | -2 313 | ||
| Other expenses | -864 | -841 | ||
| Depreciations | -268 | -230 | ||
| EBIT | 211 | 55 | ||
| Financial income and expenses | 41 | -53 | ||
| Taxes | -27 | -14 | ||
| Profit | 225 | -11 | ||
| Balance sheet | 31.12.2016 | 31.12.2015 | ||
| Assets | ||||
| Non-current assets | 158 | 283 | ||
| Short-term receivables | 1 190 | 1 284 | ||
| Cash | 903 | 432 | ||
| Total assets | 2 250 | 1 999 | ||
| Equity and liabilities | ||||
| Total equity | 1 181 | 895 | ||
| Long-term debt | 97 | 239 | ||
| Short-term debt | 972 | 865 | ||
| Total equity and liabilities | 2 250 | 1 999 | ||
New shares
The directed share issue of new shares will make an exception to the shareholders' pre-emption right in order to execute the acquisition in question: the shares are directed at TM United A/S shareholders. Solteq's board of directors has been authorised for the share issue by the general meeting on 17 March 2017.
Subscriber of the new shares may exercise shareholder's rights in the company once the shares have been registered in the Finnish Trade Register. The shares will be included in the book-entry system maintained by Euroclear Finland Oy. Solteq will apply for public trading of the subscribed shares from the offering on Nasdaq Helsinki.
Profit guidance
Solteq Group’s current interim period’s adjusted operating profit is expected to be positive, but the adjusted operating profit for financial year 2017 is expected to decrease compared to the year 2016.
Further information
Olli Väätäinen, CEO, Solteq Plc
tel. +358 50 557 8111
olli.vaatainen@solteq.com
Kim Theilgaard, Director, TM United A/S
tel. +45 26 169 616
kt@tmnet.dk
Distribution
NASDAQ Helsinki
Key media outlets
www.solteq.com
Solteq in Brief
Solteq is a Nordic IT provider and software house that specialises in digital customer engagement. Our mission is to simplify the digital world to make better tomorrow. We are a partner who knows how to turn the digital disruption for the benefit of our customer. Our over 500 experts, who work in three countries, develop and implement solutions for clients in Nordic countries as well as Europe, North America, Asia and Australia. In 2016, Solteq’s net sales amounted to 63 million euro.
TM United A/S in Brief
TM (former Theilgaard Mortensen) was founded in 1999 based on values like quality and professionalism through which we have become one of the Nordics’ leading experts in e-commerce and online customer experience based on IBM’s platforms. By developing webshops that attract visitors and turn them into customers, we have helped a range of B2C and B2B companies in the Nordic market increasing revenues and building stronger brands. Our headquarters is in Copenhagen, and we have employees in Norway, Sweden, UK and Spain which makes us able to cover the most of Europe in order to work with our customers where they might operate.
