W5 Solutions AB (publ) (OM:W5) agreed to acquire 100% stake in Boxmodul AB from Peter Nordlund for approximately SEK 230 million on September 25, 2023. As a part of consideration W5 Solutions will pay the initial purchase price of SEK 180 million on a debt- and cash-free basis of which SEK 100 million will be paid through a directed share issue of 1,293,046 shares at a subscription price of SEK 77.34 per share and the remaining part of the purchase price shall be paid through the issue of two promissory notes. In addition, a cash earn-out of a maximum of SEK 50 million may be paid, provided that certain predetermined conditions are met.

As a part of agreement SEK 100 million will be paid in newly issued shares in W5 Solutions through the Consideration Issue, based on a resolution by the board of directors supported by an issue authorization. The shares issued in the consideration Issue are subject to a customary lock-up undertaking for a period of three months from the closing date for one-third of the shares, for a period of six months from the closing date for the next third of the shares and for a period of eighteen months after the closing date for the last third of the shares. In two promissory notes, One of the promissory notes is interest-free and matures on October 15, 2023, and the second promissory note matures on March 31, 2024, and carries seven per cent annual interest from November 1, 2023, to December 31, 2023, and eleven percent annual interest thereafter.

The promissory notes will otherwise be subject to customary terms. The promissory notes are deemed to be able to be paid no later than on the maturity dates through existing cash, and credit facilities. In addition to the initial purchase price Peter Nordlund is entitled to a cash earn out that may not exceed SEK 50 million, provided that Box Modul?s aggregate EBITA during the period 2024-2025 amounts to a predetermined level. Box Modul?s operations will continue to be run in a separate company under the name Box Modul.

Box Modul?s EBITA amounted to SEK 14.9 million in 2022. The transaction is expected to close on October 3, 2023. Redeye AB acted as financial advisor and Anders Morén of Wigge & Partners Advokat Kb acted as legal adviosr to W5 Solutions AB (publ) (OM:W5).