Wirtek completes acquisition in Portugal

Company Announcement no. 09/2024
18 July 2024

This announcement contains inside information 

Wirtek has signed a binding contract regarding the acquisition of Pragmasoft LDA, a software solutions company located in Porto, Portugal.  

Wirtek has together with its advisers performed a thorough and successful due diligence of Pragmasoft over the last months. The signed contract concludes the acquisition process initially announced on 18 April 2024 (company announcement 06/2024).

The effective date of the acquisition will be 1 August 2024.

Perfect match aligned with Wirtek’s Accelerate25 strategy and clean energy focus

The acquisition is aligned with Wirtek’s Accelerate25XL strategy (company announcement 07/2022). Wirtek achieves the strategic goal of having a sourcing location outside of Romania by 2025 while further strengthening its competencies in the Clean Energy domain. Wirtek also gains access to a highly profitable company with approx. 20 IT-professionals and new international clients.

The combined companies will:

• Service clients in Europe and USA from development and test centres in Romania, Portugal and Denmark
• Have more than 200 highly skilled IT-professionals
• Increase the capabilities in the clean energy domain significantly

Acquisition payment

Payment for the acquisition will be given partly in cash and partly in Wirtek shares, with the total payment divided into a fixed payment payable in connection with the effective date and payments decided by an earn-out agreement in effect until 31 December 2026.

The fixed part of the payment is EUR 1,22m (DKK 9.1m), consisting of EUR 0.96m (DKK 7.1m) in cash and EUR 0.26m (DKK 2.0m) in Wirtek shares valued at DKK 10.77 per share.

The earn-out payment is directly linked to the revenue and gross profit results of Pragmasoft LDA in the period until 31 December 2026. The earn-out agreement has a target value of EUR 0,52m (DKK 3.9m), and the payments will be between EUR 0 up to a maximum of EUR 0,78m (DKK 5.8m), with payments 50% cash-based and 50% based on shares at market value at the time of payment.

Thus, the final purchase price will be between EUR 1.22m (DKK 9.1m) and EUR 2.00m (DKK 15.0m).

As part of this acquisition, Wirtek A/S acquires retained earnings in Pragmasoft in excess of EUR 1.11m (DKK 8.3m).

The share-part of the fixed payment will be paid by issuing 180,919 new shares in Wirtek A/S, diluting existing shareholders by 2.3%. Concerning the share-part of the earn-out payment, the Board of Directors will annually decide how to structure the share payments between non-dilutive options and dilutive issuance of new shares with the objectives of balancing the financial strength of the company group while at the same time minimize the dilution of the existing Wirtek shareholders.

Future potentials

On 11 July 2024, Wirtek announced the acquisition of the assets from Seluxit A/S (company announcement 08/2024). The combined businesses of Wirtek, Pragmasoft and Seluxit opens new long-term strategic possibilities especially in the clean energy market and Wirtek will over the next months evaluate such possibilities.  

This acquisition does not change the previously announced financial expectations for fiscal year 2024.

Further information

• Michael Aaen, CEO, Wirtek A/S, Phone: +45 2529 7575, E-mail: ir@wirtek.com
  Niels Jernes Vej 10, 9220 Aalborg, Denmark, www.wirtek.com
• Kent Mousten Sørensen, Chairman, Wirtek A/S, Phone: +45 2125 9001
• Grant Thornton, Certified Advisor, Phone: +45 3311 0020

About Wirtek

Wirtek A/S is a Danish IT consultancy company that provides software development, testing, and consultancy services to help clients worldwide. Wirtek specializes in Digitalization, Energy, Workforce & Facility Management, Wireless Communication & Automation, and Trade & E-commerce.

At Wirtek, we prioritize building long-term client relationships, with some lasting over a decade. We believe that quality partnerships are just as important as software quality in achieving our client's goals. Established in 2001, we have offices in Denmark and Romania and have been listed on Nasdaq First North Copenhagen since 2006. 

Ticker Code: WIRTEK (DK0060040913)