Addnode Group acquires Transcat PLM, a German software provider with an annual turnover of SEK 450 M

STOCKHOLM, 2 July 2015 – Addnode Group AB (publ) today announced the acquisition
of all shares of Transcat GmbH (“Transcat PLM”). Transcat PLM with operations in
Germany, Austria and Slovakia, will join forces with Technia as a subsidiary of
Addnode Group. The combined TechniaTranscat will be a European leader in CAD and
PLM under the leadership of Jonas Gejer, President of Addnode Groups Business
area PLM.
Summary of the Transaction

  · On July 1, 2015, Addnode Group acquired all outstanding shares in Transcat
PLM from Transcat PLM’s existing shareholders (the “Transaction”).
  · Transcat PLM is one of Europe’s leading providers of PLM solutions based on
Dassault Systèmes brands and its portfolio of proprietary applications.
Additionally, Transcat PLM offers services ranging from consulting, project
conception and training to on-site user support. In 2014 Transcat PLM’s net
sales were SEK 450 M with an EBITDA of SEK 23 M.
    · The Transaction was paid with EUR 5.98 M in cash, vendor loan notes
extended by Addnode Group of EUR 1.1 M, and 816,236 Series B shares of Addnode
Group representing a value of EUR 4.4 M. A maximum conditional purchase price of
EUR 5 M in cash is payable if certain targets related to Transcat PLM’s profit
during the period 2015-2016 is achieved. In summary, the maximum acquisition
cost is EUR 16.48 M on a cash and debt free basis. The final payment is subject
to an adjustment based on the actual level of net cash and net working capital
in Transcat PLM, at 30 June 2015.
    · The cash payment of EUR 5.98 M will be financed through existing credit
facilities. Making use of the authorization by Addnode Group's Annual General
Meeting 2015, the Board of Directors of Addnode Group has resolved to transfer
477,497 Series B shares held in treasury, and to issue 338,739 new Series B
shares to effect the share payment in the Transaction.
    · The sellers of Transcat PLM have undertaken not to sell or otherwise
distribute or transfer (lock-up) the 816,236 Addnode Group B shares received in
the Transaction for the period from closing date up to and including 30 June
2017 (i.e. two years after the closing date of the Transaction).
    · The Transaction was not subject to any conditions but was completed
immediately upon signing.
    · The Transaction is expected to improve earnings per share from closing.

Background and motive

  · Transcat PLM is a strategic and operational fit with Technia and the
Transaction is in line with Addnode Group's strategy to become a leading
European provider of Design and PLM products and services.
  · The new combined TechniaTranscat will be a market leader in the European PLM
space with a strong capability to serve global companies in most industries. The
combined companies will be unique in their ability to add value to the
customers, providing the Dassault Systèmes product portfolio and a strong own
software portfolio and service offering.
  · With an annual turnover of SEK 450 M, Transcat PLM will be a first step in
Addnode Group's expansion to the German market, Europe’s largest economy.

“We have been working together for many years and have both come to realize that
the benefits for our customers and synergies from merging our two companies are
great. Both companies are leaders in their regions, industries and chosen
technologies and now, when combined, we form a unique force in the European PLM
market”, says Jonas Gejer, President of Addnode Groups business area PLM.

“I’m convinced that the combined knowledge of the two companies, our new
geographical reach and the superior capabilities of Dassault Systèmes’
3DEXPERIENCE Platform will empower growth and innovation and increase
profitability for our customers”, says Etienne Droit, Managing Director of
Transcat PLM.

“Transcat PLM’s leadership in digital product creation joined with Technia’s
strong background in collaborative product development will enable our customers
to rapidly get a competitive edge from adopting Dassault Systèmes’ 3DEXPERIENCE
Platform. Our two corporate cultures, with very strong customer focus and
respect for the individual, create a strong platform for the future for our
customers, employees and partners”, says Gerhard Keller, Managing Director of
Transcat PLM.

“This is a strategic move for Addnode Group. We take clear leadership in the PLM
industry and are now, through TechniaTranscat, able to offer our European
customers all the high quality software and services from both companies. From
an Addnode Group perspective, this acquisition also establishes us in the German
market, Europe’s largest economy”, says Staffan Hanstorp, CEO and President of
Addnode Group.

Description of Transcat PLM

Transcat PLM improves its customers' competitiveness through the deployment and
use of innovative IT solutions for virtual product development. Since 1987
Transcat PLM is active in the CAx/PLM business and one of the leading
specialists that offer the entire product lifecycle management (PLM) portfolio
based on the Dassault Systèmes products CATIA, ENOVIA, DELMIA, SIMULIA, 3DVIA
and EXALEAD. In addition, Transcat PLM has a wide range of services: consulting,
project design, training and on-site support for users. Development of standard
and customized software for CATIA, ENOVIA and the JT format and the operation of
the existing PLM applications and infrastructure complete the portfolio. Net
sales in 2014 amounted to SEK 450 M.

For more information about Transcat PLM please visit www.transcat-plm.com

Preliminary Purchase Price Allocation and segment reporting
Preliminary purchase price allocation is expected to be communicated in Addnode
Group’s interim report for the period 1 January – 30 September 2015.
In the interim report for the first nine months of 2015, which will be presented
on October 23, 2015, the acquired business of Transcat PLM will be reported as
part of the Business Area Product Lifecycle Management.
The information in this press release is such that Addnode Group AB must
disclose in accordance with the Swedish Securities Markets Act and/or the
Financial Instruments Trading Act. The information was released on 2 July 2015
at 08:00 am
For more information:
Staffan Hanstorp, President & CEO, Addnode Group AB
Phone: +46 (0) 733 77 24 30, e-mail: staffan.hanstorp@addnodegroup.com
Johan Andersson, CFO and Head of Investor relations, Addnode Group AB
Phone: +46 (0) 704 205 831, e-mail: johan.andersson@addnodegroup.com
Jonas Gejer, President, Addnode Group Business area PLM
Phone: +46 (0) 733 77 24 14, e-mail: jonas.gejer@technia.com
Etienne Droit, Managing Director, Transcat PLM
Phone: +33 6 07 89 38 70, e-mail: etienne.droit@armavica.com
Gerhard Keller, Managing Director, Transcat PLM
Phone: +49 721 97 04 30, e-mail: gkeller@transcat-plm.com
Günther Öhlschläger, Managing Director, Transcat PLM
Tel:  +49 172 72 37 883, e-mail: G.Ohl@transcat-plm.com
About Addnode Group

Addnode Group offers operation-critical IT-solutions to selected markets within
both private and public sectors. We acquire, build and develop companies that
deliver operation-critical IT solutions for specific needs from our customers.

Every day, 500,000 engineers use our systems to develop and maintain products,
buildings and installations. 100,000 employees in the public sector use our
solutions for municipal and government management.

We have 1,150 employees in Austria, Denmark, Finland, Germany, India, Norway,
Slovakia, Sweden, the UK and the US, and Serbia. Net sales in 2014 amounted to
SEK 1,599 M. Addnode Group's Series B share is listed on the Nasdaq Stockholm,
Small Cap. For more information, please visit www.addnodegroup.com.