Data Respons ASA has today entered into an agreement to acquire 100% of the shares in IT SONIX GmbH and XPURE GmbH, two R&D Services companies situated in Leipzig with 125 employees. The companies are leading niche providers of specialist services and SW technology (Java, Embedded, Cloud, Data Sience (AI) and agile UXUI) specifically aimed at "Connected Car" solutions, internet of things, mobile services and embedded applications.
- With this transaction, we continue to strengthen our presence in Germany, the by far largest industrial market in Europe and a strategically important market for Data Respons. More notably, we continue to strengthen our competence, industry know-how and customer footprint within some of the world's most dynamic and R&D intensive industries. The acquired companies are deeply involved in the ongoing digital transition for some of the leading automotive brands in Germany.
IT SONIX and XPURE's provide clear operational synergies both on specialist competence and customer footprint and strengthens Data Respons' position as a complete technology partner for industrial digitalization, IoT and smart embedded solutions in Germany, says Kenneth Ragnvaldsen, CEO of Data Respons ASA.
We are looking forward to become part of the Data Respons Group. We share the same culture and technology profile and both companies are working close with our customers to develop innovative solutions. We rely on specialists driven by new technology, accustomed to perform and develop highly complex solutions. Consequently, we are recruiting the best talents and our close collaboration with universities in Leipzig and Halle/Wittenberg will benefit the rest of the Data Respons Group. Joining forces with Data Respons puts us in a better position to take on even more innovative and exciting projects, says Andreas Lassmann CEO of IT SONIX and XPURE.
- I am pleased to welcome IT SONIX and XPURE to the Data Respons family. We are fully committed; to further intensify the partnerships with their clients as well as to foster the agile team spirit and individual expertise of their employees. Together we have good prerequisites to take on larger, ground breaking projects creating smarter digital solutions for the future, Kenneth Ragnvaldsen concludes.
Financial information
The acquired companies (IT SONIX and XPURE) had a total turnover of EUR 13.6 million in 2017 and an EBIT of EUR 2.8 million. The consideration for the transaction is structured in three parts. The first part is an upfront cash consideration of EUR 9.8 million which has been paid today at the closing of the transaction. The second part is a private placement of 2.9 million shares in Data Respons ASA that will be issued to the sellers within 1 month after closing. The third part is an additional earn-out payment which will be paid based on a positive development in the EBIT of the acquired companies over the next 4 years (2018, 2019, 2020 and 2021). The earn-out payments will be due in Q2 the year following the respective earn-out year with the first payment on May 31st 2019, the second payment on May 31st 2020, third payment on May 31st 2021, and the last payment on May 31st 2022. The earn-out settlements will be a combination of cash and issuance of new shares (up to 50% of the settlement according to Data Respons' desire at the time of payment).
The initial cash consideration has been funded by a combination of existing loan facilities and cash reserves. IT SONIX and XPURE are debt free and have cash in hand of EUR 0.5 million at closing. The companies will be consolidated into Data Respons' consolidated financial statements from October 2018. Total transaction costs is estimated to NOK 7 million, which will be recognized in the Q4 2018 accounts. Further information about the transaction will be provided in the forthcoming prospectus that will be issued according to Section 3.5 of the Continuing Obligations for Stock Exchange Listed Companies.
For further information:
Kenneth Ragnvaldsen, CEO, Data Respons ASA, tel. +47 913 90 918.
Rune Wahl, CFO, Data Respons ASA, tel. + 47 950 36 046
About Data Respons
Data Respons is a full-service, independent technology company and a leading player in the IoT, Industrial digitalisation and the embedded solutions market. We provide R&D services and smarter solutions to OEM companies, system integrators and vertical product suppliers in a range of market segments such as Transport & Automotive, Industrial Automation, Telecom & Media, Space, Defense & Security, Medtech, Energy & Maritime, and Finance & Public Sector.
Data Respons ASA is listed on the Oslo Stock Exchange (Ticker: DAT), and is part of the information technology index. The company has offices in Norway, Sweden, Denmark, Germany and Taiwan. www.datarespons.com
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.