ZIGNSEC AB Wyzer is a leading provider of software specifically designed and written for optimizing and automating the management of business processes and verifications in
The transaction in brief
- The transaction is in line with
ZignSec 's previously communicated strategy to perform complementary acquisitions to establish a stronger industry position.
- The transaction is expected to result in an increasingly diversified business model with recurring revenues.
- Completion of the transaction is subject to customary conditions including foreign investment approval, and closing is expected to take place during Q1 2021.
- The consideration for the shares in Wyzer amounts to
EUR 3 million , equivalent toSEK 30.5 million [1], paid at the closing of the transaction (the "Upfront Consideration")EUR 1.5 million , equivalent ofSEK 15.25 million , of the Upfront Consideration will be paid withZignSec shares (the "Consideration Shares"), based on the Volume Weighted Average Price ("VWAP") on Nasdaq First North Growth Market for the 10 consecutive trading days preceding this announcement (excluding today's trading) equal toSEK 22.05 per Consideration Share.- 25 per cent of the Consideration Shares will be subject to a 3-month lock-up and 75 per cent subject to a 1-year lock-up from the date of completion of the transaction
EUR 1.5 million , the equivalent ofSEK 15.25 million , of the Upfront Consideration will be paid in cash.
- The transaction also includes earn-outs in the maximum amount of
EUR 2 million , equivalent toSEK 20.3 million (using the current Fx rate EUR/SEK) for each of the financial years 2021 and 2022 (the "Earn-Out").- The Earn-Out is based on Wyzer's net sales during the respective financial year and will be paid 50 per cent in cash and 50 per cent with
ZignSec shares (the "Earn-Out Shares ") unless ZignZec chooses that the Earn-Out shall be paid 100 per cent either in cash or withEarn-Out Shares . - The subscription price for the Earn-Out Shares will correspond to the VWAP on Nasdaq First North Growth Market for the ten consecutive trading days preceding the date of each Earn-Out Share issue.
- The
Earn-Out Shares will be subject to a 1-year lock-up from the respective dates of the Earn-Out Share issue.
- The Earn-Out is based on Wyzer's net sales during the respective financial year and will be paid 50 per cent in cash and 50 per cent with
Background and rationale
Wyzer is a business process management and automation company based in
- Intelligent Automation
- Digital Signatures
- Document Generation
- Analytical Reports
The company is rapidly growing and is expected to generate healthy operating margins. Wyzer is currently shifting towards a business model completely based on subscription fees which entails recurring revenue. The rationale behind the acquisition of Wyzer is its experienced team, profitability, access to client network and to complement ZignSec’s product offering.
Purchase Price, Earn-Out, Lock-Up Period
The upfront purchase price of
25 per cent of the Consideration Shares will be subject to a 3-month lock-up period and 75 per cent are subject to a 1-year lock-up period from the date of completion of the transaction.
The sellers are also entitled to an Earn-Out of up to
The Earn-Out shall be paid in two tranches – one in 2022 (based on Wyzer's net sales for 2021) and one in 2023 (based on Wyzer's net sales for 2022) – and be paid 50 per cent in cash and 50 per cent in
Issue of Consideration Shares
The board of directors of
The Consideration Shares represent 3.0 per cent of the total number of shares and votes in
The Consideration Shares are issued at
Closing of the transactions
Closing of the transactions are subject to customary conditions including foreign investment approval, and closing is expected to take place during Q1 2021.
Advisors
Eversheds Sutherland is acting as legal advisor to
For more information, please contact:
Alexander Albedj, Chairman of the Board Tel: +46 76 221 30 75 alexander.albedj@zignsec.com
About
Nasdaq First North (ZIGN)
Certified Adviser:
IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.
[1] Using the fx rate EUR/SEK at the
© Modular Finance, source
