Innofactor Plc Stock Exchange Release December 31, 2013, at 16:05 Finnish time
On December 13, 2013, Innofactor Plc 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. In accordance with the contract published on December 13, 2013, the purchase price will depend on Enabling Group’s realized EBITDA in 2014. The minimum purchase price is approximately EUR 1.6 million and the maximum purchase price is approximately EUR 4.0 million. The purchase price will be paid mainly in Innofactor Plc shares and a minority in cash.
The final Closing of the deal took place today.
The Innofactor Board of Directors has decided, in accordance with the Authorization received in the September 17, 2013 Extraordinary General Meeting, on a directed share issue related to the final closing of the deal which will be used to pay for the first part of the purchase price with new company shares. In addition, approximately EUR 0.04 million of the first part of the purchase price will be paid in cash. Innofactor will issue 1.244.684 new shares. The number of Innofactor Plc shares will be 32.153.737 in total when the 1.244.685 shares issued by the company have been registered in the Trade Register. The new shares correspond to 3.87% of the share number after the share issue. The new shares will be registered in the Trade Register approximately at the beginning of January 2014. The trading of the new shares is estimated to begin in the Helsinki Stock Exchange (NASDAQ OMX Helsinki) in January 2014.
The share price of the Innofactor shares used for paying for the first part of the purchase price was EUR 1.26, which was the closing price of December 30, 2013.
The rest of the purchase price is intended to be paid with Innofactor Plc’s shares during the 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.
Espoo, December 31, 2013
INNOFACTOR PLC
Board of Directors
Additional information: Sami Ensio, CEO Innofactor Plc Tel. +358 50 584 2029
Distribution: NASDAQ OMX Helsinki Principal media www.innofactor.com
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.
