Readly International AB (publ) (OM:READ) agreed to acquire 98.4% stake in Toutabo SA (ENXTPA:MLABO) from from Jean-Frédéric Lambert, Franck Chauveau, Christine Cayla, David Chouraqui, Turenne Santé and Entrepreneur Invest SA for approximately €10 million on October 5, 2021. The consideration of €10 million is on a cash and debt free basis subject to any post signing adjustments, with an initial consideration of approximately €4million being paid in connection with closing of the Acquisition and an earnout consideration of up to approximately € 4.1 million to be paid before the end of January 2024 subject to certain targets being met. The purchase price will be paid by way of a combination of cash and newly issued Readly shares. 65.5% of the initial purchase will be paid in cash while 34.5 %will be paid in newly issued Readly shares at closing of the Acquisition. For the period December 31, 2021, Toutabo reported net sales of approximately € 6.6 million and an EBITDA of € 0.17 million. The shares issued to the Sellers will be subject to lock-up during a period of one year from the date of completion of the Acquisition. Completion of the Acquisition is expected to occur on or around the end of October 2021. François-Xavier Naime and David CourchiaBaker & McKenzie LLP and BDO Corporate Finance B.V. BVBA acted as legal and financial advisor to Readly International AB. Lucas d'Orgeval and Hervé Bied-Charreton of Volt Associés acted as legal advisors to Entrepreneur Invest SA. Olivier Renault of Lamartine Conseil acted as legal advisor to Turenne Santé. Dominique Stucki, Sylvain Clavé and Antoine Roux of Cornet Vincent Ségurel acted as legal advisors to Jean-Frédéric Lambert, Franck Chauveau, Christine Cayla and David Chouraqui.

Readly International AB (publ) (OM:READ) completed the acquisition of 98.4% stake in Toutabo SA (ENXTPA:MLABO) from from Jean-Frédéric Lambert, Franck Chauveau, Christine Cayla, David Chouraqui, Turenne Santé and Entrepreneur Invest SA on November 2, 2021.