Zenterio issues new shares in a total amount of SEK 80 million and acquires the software company Systemagic
- Zenterio AB (”Zenterio”) completes share issues at a price of SEK 22.50 per share, corresponding to a total amount of approximately SEK 80 million
- Zenterio also acquires the Linköping based software company Systemagic AB (”Systemagic”) which develops IPTV-platforms, interactive TV services, Ux and applications such as video, music and advertising
- The acquisition is, together with the acquisition of 27M Group in September, part of Zenterio’s strategic expansion carried out in order to meet the increased demand for the company’s software solution for interactive TV
Zenterio, which develops an independent software platform for interactive TV, has completed two share issues in a total aggregate amount of approximately SEK 80 million. The capital raising which was announced on 26 November 2014 has now been completed. The capital raising consisted of a directed issue of 2,666,667 new ordinary shares to certain Swedish and foreign investors. Some of the company’s larger shareholders, including the largest shareholder Scope, have subscribed for shares in the new share issue. The subscription price per ordinary share was determined, through a so called book building process, to a price of SEK 22.50 per ordinary share. The reason for the derogation from the shareholders’ preferential rights is to raise capital needed in order to finance continued rapid expansion and to finance the acquisition of Systemagic and an additional strategic acquisition. The purpose is to strengthen Zenterio’s delivery capacity in order to meet the needs of its customers and partners.
As part of the purchase price for Systemagic 888,889 ordinary shares are issued to the owners of Systemagic with payment in kind, at the same subscription price as in the directed new issue (i.e. SEK 22.50 SEK per ordinary share). Through the share issue the number of ordinary shares is increased by 3,555,556 ordinary shares, increasing the number of ordinary shares from 41,734,247 to 45,289,803 (of a total number of 50,333,691 shares after the share issue). The new ordinary shares correspond to approximately 7% of the total number of shares and votes in Zenterio.
– We have seen that some of our distribution channels are increasing more rapidly than we could have foreseen. This applies, for example, to the OEM-side and within certain customer segments such as IPTV-operators. In order to be able to deliver at an ever increasing rate we have to make investments in our capacity and the acquisition of Systemagic is part of this. The capital raising and our acquisitions will secure our delivery capacity and our continued success going forward, says Robin Rutili, CEO of Zenterio.
Systemagic, with offices in Linköping and Stockholm, has since 2002 developed IPTV-platforms, interactive IPTV-services and user interfaces in co-operation with Ericsson, Motorola/Arris, Spotify, Samsung, Altibox, Comhem, and others. The acquisition expands Zenterio’s development operations in Linköping with approximately 30 system developers and the total number of employees will amount to 180. Through the acquisition Systemagic becomes a subsidiary of Zenterio and will continue to market and deliver to external costumers as well as to Zenterio.
– We see a significant demand from operators for interactive TV-services and applications as they need to create new sources of income and seek to offer their customers an improved viewer experience. With Systemagic’s expertise in interactive TV-services Zenterio both strengthens and broadens its offer to the operators and at the same time we can meet their increased demand, says Robin Rutili.
For 2014 Systemagic is expecting a turnover of approximately SEK 45 million and an EBITDA-margin of just over 20 percent. The purchase price, of approximately SEK 50 million in total, has been paid by way of a cash payment together with shares in Zenterio issued in the in-kind issue. The final purchase price is subject to an adjustment mechanism depending on Systemagic’s results and Zenterio has issued 497,222 warrants free of charge to be used by Systemagic’s shareholders in order to provide for such adjustment. Consequently, approximately SEK 10 million of the purchase price, paid in Zenterio-shares subscribed for by exercise of warrants at a price of SEK 22.50 per share, will thus be paid during the beginning of 2015 after Systemagic’s results has been determined.
Pareto Securities AB has acted as financial advisor to Zenterio in connection with the capital raising and the book building process. Gernandt & Danielsson Advokatbyrå acted as legal advisor in connection with the capital raising and the acquisition.
For more information, please contact:
Mattias Arnelund, CFO, Zenterio
Phone: +46 70 789 58 12
Email: mattias.arnelund@zenterio.com
Pelle Rosell, CMO, Zenterio
Phone: +46 70 926 27 33
Email: pelle.rosell@zenterio.com
About Zenterio
Zenterio develops Zenterio OS, an independent software platform for interactive TV that is positioned to become a global standard. Zenterio's software can be used on any new and existing hardware. With Zenterio OS, operators can quickly and cost-effectively provide new interactive services and applications. Zenterio partners with global system integrators, set-top box suppliers, CA/DRM providers and chipset manufacturers. Zenterio has more than 150 employees (24 nationalities). Its headquarters are in Stockholm and its R&D center is in Linköping, Sweden. The company has sales offices in Prague and Milan. Zenterio is mainly owned by Nordic, private and institutional, investors. The largest single shareholder is Scope, a Swedish private equity firm. www.zenterio.com
About Zenterio OS
Zenterio’s operating system works with most types of hardware available on the market. For TV operators, Zenterio's software enables fast harmonization of operators’ fragmented software bases, and it can be used on new and already deployed hardware. With a harmonized solution, operators can quickly and cost-effectively deliver new interactive applications and services to end customers. Besides unrivalled hardware support, Zenterio's software offers market-leading performance and a flexible way to add new features. For system integrators, Zenterio's products facilitate uniform support for their new solutions that enable TV operators’ interactive services. For TV viewers, this means improved experiences, an increased range of services and greater access to new applications.
About Systemagic
Systemagic is active in software development for embedded systems and web-technologies focused on IP-based platforms and services. The costumers are system integrators, TV-operators and broadband companies. Systemagic’s solutions help operators and suppliers of systems and services and content- and hardware producers to develop cost efficient and in-demand offers. Systemagic originates from Nokia Home Communication and Cell Interactive TV and has with its 12 years of experience within service development built a business leading experience and expertise and a large amount of satisfied European costumers. www.systemagic.se
The information in this press release is not for distribution, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, Switzerland, South Africa, Singapore or New Zeeland or in any jurisdiction in which the distribution or release of this press release would be unlawful.
IMPORTANT INFORMATION
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to purchase any securities in Zenterio in any jurisdiction. This press release does not constitute, or form part of, an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Zenterio does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being distributed or sent and may not be distributed or sent to the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore, Switzerland or South Africa.
Zenterio has not authorized an offer to the public of shares or rights in any member state of the European Economic Area and no prospectus or other offer documentation has been prepared or will be prepared in connection with the new share issues. With respect to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken as of this date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In each Relevant Member State the release is only addressed to and directed at qualified investors in the Relevant Member State (as defined in the Prospectus Directive). For the purposes hereof, the expression an “offer to the public of shares or rights” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC including any relevant implementing measure in each Relevant Member State.
Pareto Securities AB is acting for Zenterio and no one else in connection with the directed share issues and will not be responsible to anyone other than Zenterio for providing the protections afforded to its clients or for providing advice in relation to the directed share issues and/or any other matter referred to in this announcement.
Pareto Securities AB accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Pareto Securities AB, or on its behalf, in connection with Zenterio and the directed share issues, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pareto Securities AB accordingly disclaims to the fullest extent permitted by law all responsibility and liability whether relating to damages, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
Forward-looking statements
This press release contains forward-looking statements that reflect management’s current views with respect to future events and potential financial performance. Although Zenterio believes that the expectations reflected in such statements are reasonable, no assurance can be given that such forward looking statements will prove to have been correct. Accordingly, results can differ materially from those set out in the forward-looking statements as a result of various factors.
Tags: