Wavestone SA (ENXTPA:WAVE) signed a Memorandum of Understanding to Q_PERIOR AG for approximately ?340 million on July 25, 2023. The transaction would result in Wavestone acquiring 100% of the share capital of Q_PERIOR, based on an enterprise value of ?330 million, including an equity value of ?321.9 million and an adjusted net debt of ?8.1 million. In addition to this Base price, the sellers would be entitled to an earn-out of up to ?35.0 million, conditioned by the EBIT of Q_PERIOR at March 31, 2024.

This operation would be financed for 79.0% of the Base price by the issuance of new Wavestone shares on the basis of a reference price of ?54 per new share, i.e., a total of 4,709,840 new shares. These new Wavestone shares would be acquired and held by Q_PERIOR shareholders, who would thus become Wavestone shareholders. The remaining balance of the Base price, i.e. ?67.6 million, and if applicable the earn-out up to a maximum of ?35.0 million, would be financed in cash from Wavestone's available funds.

On this basis, earnings per share (EPS) for the new entity would increase by March 31, 2024, and the Transaction is expected to be accretive from fiscal year 2024/25 (ending March 31, 2025), the 1st full year of consolidation of the two firms .Q_PERIOR's key executives would join Wavestone's management team, so that the new firm's operational governance bodies would accurately represent the newly formed entity. Following the Transaction, both companies agreed that the new entity would operate under the Wavestone name. In 2022 , Q_PERIOR generated consolidated revenue of ?285 million, up +21%, with an EBIT margin of 8.1% The transaction is to receive approval from Wavestone shareholders' Extraordinary General Meeting, The transaction which is subject to customary approvals .

DC Advisory and Bnp Paribas acted s financial advisors to Wavestone SA (ENXTPA:WAVE). Grant Thornton UK LLP acted as accountant to Wavestone SA (ENXTPA:WAVE). Hoche Société d'Avocats; and Mirouna Verban and Claire Kitabdjian of Arsène-Cabinet d'Avocats acted as legal advisors to Wavestone SA (ENXTPA:WAVE).

Taylor Wessing acted as legal advisor to Q_PERIOR AG and Rothschild & Co US Inc. acted as financial advisor to Q_PERIOR AG. Arsène-Cabinet d'Avocats also worked alongside the Taxand network (Germany, Switzerland, Romania, Poland, USA) for due diligence work for Wavestone SA. Olivia Guéguen, Emmanuelle van den Broucke, Rebekka Hye-Knudsen, Piotr Dulewicz, Cristina Daianu, Darren Acres, Jane A. Meyer, Laura Godaed, Steeve jaskierowicz and Catherine Coulter of Dentons acted as legal advisor to Wavestone SA.