Bifogade filer
Execution of SPA completed for CreateX Ltd. and Native Digital Ltd. - closing pending formalization in Bulgaria
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Finans |
| Industri | Övriga finansiella tjänster |
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White Pearl Technology Group AB (publ) (“WPTG” or the ”Company”) has signed share purchase agreements (“SPAs”) to acquire the Bulgaria-based companies CreateX Ltd. (OOD) (“CreateX”) and Native Digital Ltd. (OOD) (“Native Digital”), for a purchase consideration of EUR 475,000 (“the Acquisitions”). In addition to the purchase consideration, a potential earn-out may be payable, estimated at approximately EUR 400,000, subject to the companies achieving their EBITDA targets during the period 2026-2028. Through the Acquisitions, WPTG acquires 100% of the shares in CreateX and the remaining 50% of the shares in Native Digital not already owned indirectly via CreateX. As a result, both companies will be fully integrated into WPTG’s operations. The closing of the Acquisitions will occur after a formalization process that is expected to be completed within 18 days.
Expected completion
The transactions and completion Acquisitions pursuant to the signed SPAs are conditional upon the preparation and formalization of all required documentation in accordance with Bulgarian legal requirements. Closing will occur after the final transaction documentation has been formally compiled and physically signed in Bulgaria. This formalization process is expected to be completed within 18 days.
In parallel, integration work has already commenced on a commercial level.
Background to the Acquisitions
WPTG announced on 17 December 2025, that the Company signed Letters of Intent (LOIs) to acquire CreateX and Native Digital. Both companies are Bulgaria-based digital agencies with strong capabilities in performance marketing, creative production, and short-form video.
The companies have integrated AI-driven tools and workflows throughout their service delivery, content creation, and campaign optimisation processes, supporting scalable and efficient growth. These strategic factors reinforce the Company’s position in AI-driven marketing and automated workflows.
Purchase consideration and Lock-up periods
The total upfront purchase consideration for the Acquisitions amounts to EUR 475,000, consisting of a mix of cash payments and promissory notes convertible into WPTG B shares, plus additional earn-out components based on EBITDA performance during 2026–2028.
The subscription price for the B shares shall correspond to the volume-weighted average price (VWAP) of WPTG B share during the 20 trading days preceding the closing date. As part of the transactions, consideration shares are subject to a 12-month lock-up period.
- CreateX: EUR 400,000 upfront, consisting of EUR 200,000 in cash and EUR 200,000 via promissory note, exchangeable into WPTG B-shares. The earn-out is based on YoY EBITDA performance during 2026–2028 with a baseline EBITDA of EUR 125,000. 57.5% of the consideration shares are subject to a 12-month lock-up period.
- Native Digital: EUR 75,000 upfront, consisting of EUR 50,000 in cash and EUR 25,000 via promissory note, exchangeable into WPTG B-shares. The earn-out is based on YoY EBITDA performance during 2026–2028 with a baseline EBITDA of EUR 16,667. 100% of the consideration shares are subject to a 12-month lock-up period.
Earn-out structure:
The earn-out is based on EBITDA performance during 2026–2028, with targets growing at 10% annually and measured on a 2-year rolling average. The payout is linear relative to target performance, where 100% target achievement results in 100% earn-out. No earn-out is paid below 40% of target, and there is no cap on upside. If the companies perform in line with targets, annual earn-outs are expected to amount to approximately EUR 116,667 for CreateX and EUR 8,333 for Native Digital.
Financial performance of the Acquisitions
For the financial year 2024, the combined entities reported:
- Revenue of approximately EUR 1.25 million
- EBITDA of approximately EUR 147 thousand
For the financial year 2025, the combined entities reported:
- Revenue of approximately EUR 1.48 million
- EBITDA of approximately EUR 156 thousand