Innofactor Plc Stock Exchange Release, December 13th 2013, 14:30 Finnish time
Innofactor Plc has today signed a contract to purchase the entire share capital of Enabling Holding ApS and its subsidiaries Enabling ApS and Enabling Sweden AB (together Enabling Group) from the company management. Enabling is one of the leading Microsoft partners providing consultancy services, development and implementation of SharePoint-based solutions in Denmark. The acquisition will strengthen Innofactor’s vision of becoming the largest supplier of Microsoft-based solutions in the Nordic region as well as increasing operational efficiency in Denmark. Innofactor will be employing more than 50 employees in Denmark, and totally over 400 employees in the Nordic region.
The integration of Enabling and Innofactor A/S operations will start at the beginning of January 2014 and the goal is to implement the most significant parts during the first quarter of 2014. In the future, Enabling’s services will be offered under the Innofactor brand.
Leading SharePoint know-how in Denmark with great growth performance
Enabling supplies IT consulting services and solutions in the field of SharePoint and other Microsoft-based products. The company delivers full solutions: from consulting, requirements specification and user interaction to implementation, embedding and maintenance. Enabling’s customers comprise large Danish companies, both in the public and private sector including companies like DONG Energy, Royal Copenhagen, Lundbeck, Danish Defence, RUC and Region Skåne. Recently, Enabling was nominated as one of the most innovative Microsoft partners in Denmark. The unaudited net sales for the last twelve months (November 2012 to October 2013) of Enabling Group has been approximately EUR 3.0 million and EBITDA has been approximately EUR 0.3 million (EBITDA margin approximately 9.7%). The company employs approximately 20 people in Copenhagen, Denmark and in Malmö, Sweden. The management and employees of Enabling Group are transferred into Innofactor Group as existing employees. Enabling Group and their financials will be consolidated into Innofactor Group from January 1st, 2014.
The purchase price will depend on Enabling Group’s realized EBITDA in 2014. The purchase price will be paid mainly in Innofactor Plc shares and a minority in Danish kroner. The minimum purchase price is approximately EUR 1.6 million and is payable in conjunction with the closing date of the deal (estimated by the end of December 2013). Approximately EUR 0.04 million of the minimum purchase price will be paid in cash at the closing of the deal and the rest is intended to be paid with Innofactor Plc’s shares approximately during January 2014. The maximum purchase price is approximately EUR 4.0 million. The rest of the purchase price is intended to be paid with Innofactor Plc’s shares during first half of 2015. All Innofactor shares used as payment in this transaction are subject to transfer restrictions which are gradually released during 2014 to 2017.
The value of Innofactor’s shares used as payment in the transaction is determined as a weighted average share price quoted on NASDAQ OMX Helsinki during a period of 60 trading days prior to the closing date (estimated by the end of December 2013) for the minimum purchase price and 60 trading days prior to the payment of the rest of the purchase price. The share price for the payment of the minimum purchase price at the closing shall not in any event be lower than what has been the closing price of the share in the last trading day preceding the closing date.
Innofactor’s growth strategy is making progress
“Our vision is to become the number one Microsoft-based solution provider in the Nordic region. Enabling is a great fit to our strategy. I am proud that Enabling will become a key element of our growth in the future,” says Sami Ensio, founder and CEO of Innofactor.
“The acquisition of Enabling is the second step in the international expansion of Innofactor’s system integration business and will strengthen our position in Denmark,” says Janne Martola, Vice President of International Business and Acquisitions of Innofactor.
"The acquisition of Enabling is a considerable boost to Innofactor’s activities in the Danish market. From day one, we are able to deliver crucial synergies regarding customers and competencies. Innofactor’s strength within Business Intelligence and CRM combined with Enabling’s high level of competency in SharePoint make a perfect match, not least in terms of our mutual customers. For some time, we have focused on SharePoint as a substantial growth area and we look forward to welcoming Enabling’s extremely competent employees to the Innofactor team,” says Christian Andersen, Managing Director of Innofactor in Denmark.
” Being a part of Innofactor is a great opportunity for us to fulfill our strategy and vision to become the leading Microsoft powerhouse in Denmark. Innofactor has an outstanding proven track record as well as the professionalism and drive to realize the corporate ambitions. We are very confident that our employees and customers will appreciate our new and comprehensive offerings,” says Staffan Arbring, Managing Partner in Enabling.
The management of Innofactor in Denmark will consist of Managing Director Christian Andersen, Business Unit Director (Business Intelligence) Peter Kyvsgaard and Business Unit Director (SharePoint) Staffan Arbring.
Enabling Group's unaudited and consolidated net sales and Operating Profit (EBIT) in the financial periods from January 1, 2012 to December 31, 2012 and January 1, 2011 to December 31, 2011 were according to Danish and Swedish Accounting Standards as follows (EUR million):
Net Sales 3.20 2.79
EBITDA 0.06 0.09
Operating Profit (EBIT) 0.04 0.08
Enabling Group's unaudited and consolidated balance sheets on December 31, 2012 and December 31, 2011 were as follows (EUR million):
Dec 31, 2012 Dec 31, 2011
Fixed and other non-current assets 0.08 0.09
Receivables and current assets 0.64 0.73
Total 0.72 0.83
Equity 0.07 0.06
Liabilities 0.65 0.77
Total 0.72 0.83
The currency rate used in the above figures: EUR 1.00 = DKK 7.46
Sami Ensio, CEO
Sami Ensio, President and CEO, Innofactor Plc, +358 50 584 2029
Christian Andersen, Managing Director, Innofactor A/S (Denmark), +45 23494274
NASDAQ OMX Helsinki
Innofactor is one of the leading software providers focused on Microsoft solutions in the Nordic countries. Innofactor delivers to its customers IT projects as a system integrator and develops its own software products and services. The focus area in its own product development is Microsoft Azure based cloud solutions. Innofactor's customers include over 1,000 companies and government organizations in Finland, Denmark, Sweden and elsewhere in Europe. In its operation, Innofactor strives for long-term customer relationships. Innofactor has over 400 motivated and skilled employees in several locations in Finland, Denmark, Sweden and Russia. The five year growth of Innofactor's net sales in 2008 to 2012 has been about 35 percent annually. Innofactor is the fastest growing technology company in the Finnish stock exchange. The Innofactor Plc share is listed in the technology section of the main list of NASDAQ OMX Helsinki Oy.
Innofactor A/S is a 100 percent owned subsidiary of the Finnish Innofactor Group. It has focused on Microsoft-based Business Intelligence (BI) solutions and has been selected several times as the Microsoft BI Partner of the Year in Denmark. The company has displayed growth rates of more than 50 percent annually in average for the past six years.
Enabling is a value-creating SharePoint solution center and consultancy enabling customers to meet their goals and projects on time. Understanding the core business of its customers, Enabling supplies high-end solutions, consultancy, and competencies that add value and improve results. Enabling consultants are all best-in-class performers, and Enabling emphasizes putting together project teams that meet customers’ high expectations – on time and at the price agreed.