Crayon Group Holding ASA: Signed binding agreement with Rhipe Limited (ASX: RHP)

Oslo, 6 July 2021 at 07:00 CEST: Reference is made to the announcement by Crayon
Group Holding ASA (Crayon) on 1 July 2021, regarding Crayon confirming to be in
constructive discussions with Rhipe Limited (Rhipe) regarding a potential offer
to acquire 100% of the outstanding share capital in Rhipe.

Crayon is pleased to announce that it has entered into a binding Scheme
Implementation Deed ("SID") with Rhipe under which it is proposed that Crayon
will acquire 100% of the shares in Rhipe by way of Scheme of Arrangement (the
"Scheme"), an Australian legal concept whereby Rhipe will seek to convene a
meeting of its shareholders to consider and vote on the proposed acquisition by
Crayon. The vote to implement the Scheme is subject to approval by a vote of
Rhipe shareholders by at least 75% of votes being cast in favour of the Scheme
and a majority by number of all Rhipe shareholders present and voting (in person
or by proxy). The transaction is fully funded through a combination of available
liquidity, the newly completed NOK 1,800 million senior unsecured floating rate
bond issue and increased credit facilities.

The acquisition is expected to advance Crayon's position in the APAC region and
significantly contribute to the organic growth and profitability of the group.
Under the terms of the SID, Crayon will pay a total cash consideration of AUD
2.50 per Rhipe share (reduced to the extent of any permitted special dividend
declared by Rhipe after the date of the SID), corresponding to an equity value
of approximately AUD 408 million / NOK 2,600 million*), an enterprise value of
approximately AUD 354 million / NOK 2,300 million**) and an estimated CY2021
adj. EBITDA multiple***) of approximately 15.6x pre-synergies. 

Established in 2003, Rhipe is a leading, Australian-based wholesale provider of
subscription-based cloud licenses, infrastructure, and services in the APAC
region. Rhipe has about 500 employees and serves more than 3,000 IT resellers
across 10 countries in the APAC region. On a combined basis, the acquisition is
estimated to add approximately NOK 140 million to Crayon's LTM Q1 adjusted
EBITDA. 

"This acquisition is part of our global expansion strategy as it helps to
accelerate our business, especially in the Asia Pacific region. Crayon and
Rhipe's go-to-market models are completely aligned, particularly when it comes
to the channel business," said Crayon CEO Melissa Mulholland. "Through our
synergies, we will be able to drive business value from Day 1 of this
acquisition." 

The directors of Rhipe have unanimously recommended that Rhipe shareholders vote
in favour of the Scheme at the Scheme meeting in the absence of a superior
proposal and subject to the Independent Expert concluding (and continuing to
conclude) that the Scheme is in the best interests of Rhipe's shareholders.

Rhipe chairman, Gary Cox said: "The Rhipe Board has unanimously concluded that
the Scheme represents an attractive outcome for our shareholders, partners and
customers, and staff. In the Rhipe Board's view, the all cash price at a
significant premium to the recent VWAP trading performance reflects the inherent
value of Rhipe's business operations, platform, and growth strategy throughout
Asia Pacific. 
Rhipe's partners and customers will benefit from the broader global service
capability from a combined Crayon and Rhipe. In addition, Crayon's offer is
positive news for Rhipe's staff, as we believe there will be increased
opportunities to develop new technologies and products and grow their careers."

Further, one of Rhipe's major shareholders, Tutus McDonagh Pty Ltd, (who owns or
controls approximately 14.8% of ordinary Rhipe shares on issue) has confirmed it
intends to vote in favour of the Scheme in the absence of a superior proposal
and subject to the Independent Expert concluding (and continuing to conclude)
that the Scheme is in the best interests of Rhipe's shareholders.

The Scheme is expected to be completed during Q4 2021, but is subject to
conditions customary for a transaction of this nature, including, Rhipe
shareholder approval by the requisite majorities at the Scheme meeting, approval
by an Australian Court, customary regulatory approvals, the Independent Expert
concluding (and continuing to conclude) that the Scheme is in the best interests
of Rhipe shareholders, no Rhipe material adverse change and no prescribed
occurrences.

Further updates on the process will be given in due course.

ABG Sundal Collier ASA is acting as exclusive financial advisor and AGP
Advokater AS (Norway) and Baker & McKenzie (AUS) are acting as legal counsels to
Crayon in connection with the transaction.

There will be a Crayon Group Holding ASA presentation about this announcement on
Tuesday, 6 July 2021 at 11 a.m. CEST. You can access the live presentation here:
https://bit.ly/Crayon-Update

For further information, please contact:

Jon Birger Syvertsen  
Chief Financial Officer, Crayon Group Holding ASA  
Tel.: [phone]  
Email: [e-mail]  

About Crayon 

Crayon Group Holding ASA is a leading IT advisory firm in software and digital
transformation services. With unique IP tools and skilled employees, Crayon help
optimize its clients' ROI from complex software technology investments. Crayon
have long experience within volume software licensing optimization, digital
engineering, predictive analytics and assists the clients through all phases of
the process of a digital transformation. Headquartered in Oslo, Norway, the
company has more than 2,000 employees in 50 offices worldwide.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. 

The stock exchange announcement was published by Jon Birger Syvertsen, Chief
Financial Officer, Crayon Group Holding ASA, at the date and time as set out
above.

*) Based on a fully diluted share count of 163,341,637 fully diluted shares,
consisting of 161,075,376 ordinary shares on issue and 2,266,261 performance
rights on issue eligible to convert
**) Enterprise Value calculated as fully diluted market capitalization of AUD
408 million less net cash balance expected at 30 June 2021 of around AUD 54
million
***) Estimated Crayon-comparable adjusted EBITDA for the calendar year 2021
calculated by adjusting consensus CY2021 adj. EBITDA of AUD 20.7 million
(Rhipe's reported line-item "operating profit") with approx. AUD 2.0 million in
estimated AASB16 costs

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© Oslo Bors ASA, source Oslo Stock Exchange