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ReleasesSolteq Plc Stock Exchange Release 2.7.2015 at 1.15 pm
Solteq Plc (Solteq) has previously published two stock exchange releases (on 17 June 2015 and 22 June 2015) relating to the company acquisition. The prerequisites for the acquisition have been fulfilled and the acquisition has been completed. Integration of companies will begin immediately and it will be targeted to be completed during 2015.
Solteq has purchased the entire stock capital of Descom Group Oy (Descom Group) at a purchase price of approx 11.2 million euro and the capital loans at a purchase price of approx. 11.9 million euro. The transaction was completed today. The Descom Data Center Solutions business was not included in the transaction. Upon completion of purchase of share capital, 6.6 million euro of purchase price was paid in cash and the remainder approx. 4.6 million euro with 2.8 million Solteq’s new shares based on a directed share issue to be paid by contribution in kind. The final amount of the cash contribution will be determined based on Descom Group's consolidated balance on 30 June 2015.
The cash contribution of the purchase price of Descom Group and the purchase of the capital loans were financed from an unsecured 27 million euro bond that was issued on 1 July 2015. Stock exchange releases were published regarding and in relation to the bond issue on 17 June 2015, 22 June 2015 and 24 June 2015. The bond will be applied to be admitted on NASDAQ OMX Helsinki within 9 months from the issue.
The share issue has been carried out as published on 17 June 2015, and a total of 2,799,998 new shares were issued at a subscription price of EUR 1,65 per share which was determined based on volume-weighted average price of the shares during the period of 4 May 5 2015 – 3 June 2015. Half of the shares issued will be subject to lock-up until 1 January 2016. Further, in compliance with the terms of the share purchase agreement, Solteq decided to accept as pledge 700,006 of these shares, as security for the sellers' obligations under the share purchase agreement for the duration of 12 months from the closing date. The decision to accept the new shares as pledge is based on the authorization granted by the Annual General Meeting on 16 March 2015 relating to purchase of own shares and to taking own shares as pledge. The shares will be incorporated in the electronic book-entry system managed by Euroclear Finland Ltd after they have been registered in the trade register, and they will be applied to be admitted on NASDAQ OMX Helsinki in the same class with the company's other shares by 30 September 2015 after the listing prospectus has been published.
Thanks to the completed acquisition, the company will become a provider for integrated digital commerce services with approximately 550 experts and will have according to provisional pro forma financial information published 22 June approx. EUR 68 million in annual revenues. The acquisition implements the Solteq’s and Descom's strategies andthe combined entity will create the basis of creating new services provider to Finland but also to other Nordic countries and to the Northern European area. The solution and service offerings of the two companies complement each other in an excellent manner, and no overlapping has been detected in their offerings. Consequently, the new entity will be able to offer an excellent overall offering to their current and new clients.
Solteqintends to create a strategy for the new entity during autumn 2015 and will notify the progress and completion thereof. The key priorities for the strategy will be profitability, growth and the creation of the best provider of digital commerce services in the North European market from the perspective of its clients, owners and personnel.
Due to the acquisition, Solteq will not make changes to the profit guidance it has give earlier and will specify, if needed, the guidance in more detail during autumn 2015.
ICECAPITAL Securities Ltd. acted as the financial advisor for the transaction and Peltonen LMR Attorneys Ltd. as the legal advisor.The lead arranger of the bond issue was Danske Bank A/S.
Solteq PLC
Additional information:
CEO Repe Harmanen
Telephone 0400 467 717
Email: repe.harmanen@solteq.com
CFO Antti Kärkkäinen
Telephone 040 8444 393
Email: antti.karkkainen@solteq.com
Distribution:
NASDAQ OMX Helsinki
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