08. June 2022 - Reference is made to the stock exchange announcement dated 4.
May 2022 regarding the offer for the acquisition of Simplifai AS (Simplifai).
Elop AS (the Seller) has today entered into a final share purchase agreement
with Simplifai Invest AS (the Buyer). The transaction values Simplifai at an
enterprise value of NOK 140 million.
"This transaction secures Elop AS a strong financial position and the
opportunity to capitalize on a number of opportunities." says Elop board member
Kristian Lundkvist", who has represented Elop in the transaction.
EFFECTS OF TRANSACTION
The purchase price for 100 % of the shares outstanding in Simplifai is based on
an enterprise value, on a debt and cash-free basis, of NOK 140 million. KWC AS
has conducted an independent assessment of the valuation of Simplifai and
concluded that the purchase price represents a full and fair arm's length price.
The Buyer shall at closing pay an initial cash amount of NOK 90 million minus
the net debt, and plus or minus the deviation from normalized working capital.
In addition, the Seller shall at Closing issue a subordinated unsecured seller's
credit note of NOK 50 million to be settled by the Buyer no less than 30 months
"It is the board's view that it would not be in the best interest of our
shareholders to continue funding two development companies - Elop Technology and
Simplifai - especially as most cost synergies have now been extracted. The board
of directors therefore initiated the process of finding a buyer of Simplifai,
and tasked Øivind Horpestad to lead this process. The board has considered
numerous opportunities whereas the Buyer in question presented the best and
highest offer. Simplifai's monthly cash burn was obviously part of the
equation," says Lundkvist.
Upon closing of the transaction, expected to close 30th of June 2022 Elop is
expected to hold cash and cash equivalents of approximately NOK 150 million. In
addition, NOK 50 million in cash will be added as a result of the payment of the
vendor note no later than 30 months from closing.
"Following completion of the transaction, Elop will have a solid balance sheet
and cash position. We may take advantage of the current market turbulence to
exploit attractive M&A opportunities," says Lundkvist.
In order to enable Elop and Simplifai to continue to operate undisturbed during
a transitional period, the Parties have agreed to a service agreement for a
six-month period immediately preceding the closing date. Support functions and
offices will also be shared until the end of 2022 or to the end of current
leases in 2023.
On June 10th at 10:30 am CET, Elop will host an online market and business
update, including outlook and information about the Simplifai transaction. The
recording of the presentation will be available on the company website. To join
this event, please register here:
o Stian Thorsrud, Head of Communications and Marketing, tel: +47 993 00 003
o Kim Boman, CFO, tel: +47 959 63 912
About Elop AS
Elop is a Norwegian technology company that delivers tools and digital solutions
to inspect, monitor and manage infrastructure worldwide. Through data-driven and
AI-based solutions for inspection and predictive maintenance of concrete
infrastructure, Elop's vision is to provide asset owners with solutions that
improve safety, extend asset lifetime, minimise total lifecycle cost and
environmental footprint. Elop is headquartered in Norway. For more information: