Oslo, 11 April 2019 — Infront ASA (“Infront” or “the Company) today entered into
an agreement to acquire 100% of the shares in vwd Group GmbH (“VWD“) from a fund
managed by The Carlyle Group (Carlyle) to create the leading European financial
market solutions provider. The purchase price is EUR 130 million on an
enterprise value basis. The transaction is proposed financed by a bond issue of
EUR 105 million and an equity rights issue of approximately NOK 240 million
(equivalent to approximately EUR 25 million), both fully underwritten. 

VWD provides end-to-end technology and data solutions for the wealth management
industry, combining data and feed solutions, publication and distribution
systems, portfolio management- and regulatory technology services. The company
has a significant market position in the German-speaking region, serving ~2,400
customers with ~50,000 professional users. VWD has approximately 400 employees
and 2018 revenue was NOK 654 million, of which 98% was recurring revenue through
a SaaS delivery model, and an adjusted EBITDA of NOK 105 million.

“We are two highly complementary businesses in terms of customers, products and
geographical strongholds. Together we will reach an even wider customer base,
explore significant cross- and upsell opportunities and capture cost synergies
from consolidating data feeds and other efficiencies,” said Kristian Nesbak, the
CEO and co-founder of Infront. 

“When we listed in 2017, it was with the ambition of becoming a top 3 provider
of financial terminals in Europe within five years. Now, only 18 months after
the IPO, we have delivered on that ambition with the acquisitions of VWD and
Market Connect late last year.” 

The combined business will be a leading full-service provider of real-time
market information and portfolio management solutions to financial professionals
in Europe with ~3,600 diversified customers and ~90,000 professional users. 2018
revenue for the combined company exceeded NOK 1,055 million and adjusted EBITDA
was NOK 195 million, including estimated near-term synergies of NOK 25 million. 

“We are delighted to see that Infront will support and accelerate VWD’s
successful strategic development. We would like to thank VWD’s management team
for their trust and cooperation during our successful partnership and wish VWD
and Infront continued future success,” Thorsten Dippel, Managing Director of the
Carlyle Europe Technology Partners (CETP) team.

Infront has estimated initial cost savings of NOK 25 million from consolidating
data feeds and licenses to be realized through the first 12 months after closing
with further cost savings expected over time from operational efficiencies and
scaling effects. 

“We expect significant long-term synergies beyond consolidating data feeds and
licenses. We are now establishing an efficient platform for organic growth in
Europe and globally,” said Max Hofer, the CFO of Infront. 

Financing of the acquisition
Infront proposes to finance the acquisition of VWD through a combination of new
equity and a new senior secured bond issue. The purchase price shall be paid in
cash upon completion of the transaction. 

The new equity is proposed be raised through a fully underwritten rights issue
of approximately NOK 240 million (equivalent to approximately EUR 25 million). 

The rights issue is fully underwritten by a syndicate consisting of ABG Sundal
Collier ASA and Danske Bank, Norwegian Branch, and the Company’s two largest
shareholders Lindeman AS (owned by co-founder and CIO, Morten Lindeman), Nesbak
AS (owned by co-founder and CEO, Kristian Nesbak) as well as FLKX Capital AS
(owned by the Company’s CFO, Max Hofer), Gujac Holding AS (owned by the Chairman
of the Board, Gunnar Jacobsen), and Benjamin Røer (member of the Board of
Directors). . Other shareholders will be invited to participate in the
underwriting syndicate and submit pre-commitments in the rights issue until 26
April.

The Company will call for an extraordinary general meeting (“EGM“) to be held
end of May 2019 to resolve the rights issue. The shareholders mentioned above
holding approximately 34% of the shares in the Company have undertaken to vote
in favor of the rights issue at the EGM. Terms of the rights issue, including
the subscription price and the number of shares to be issued, will be proposed
by the Board of Directors and are expected to be announced the day before the
EGM.

The full terms of the rights issue will be included in a prospectus that shall
be approved by the Financial Supervisory Authority of Norway (the “FSA”). The
prospectus will be published prior to the subscription period and will form the
basis for the subscription in the rights issue. Subject to timely prospectus
approval, the subscription period will start shortly after the EGM.

The senior secured bond issue of EUR 105m is fully underwritten by a syndicate
consisting of ABG Sundal Collier ASA and Danske Bank, Norwegian Branch. The bond
will have a bullet repayment, a tenor of 4 years and a floating interest rate.

Conditions and timetable
Subject to regulatory clearance, the parties expect to complete the transaction
in the second quarter of 2019.

Infront will prepare and publish a prospectus for the rights issue, which will
be subject to approval by the Norwegian Financial Supervisory Authority prior to
publication.

Advisors
ABG Sundal Collier is financial advisor to Infront for the acquisition. ABG
Sundal Collier and Danske Bank are financial advisors for the financing.
RaymondJames is acting as financial adviser to The Carlyle Group. Selmer is
acting as legal advisor to Infront. 

For more information please contact:
Kristian Nesbak, CEO Infront
kristian.nesbak@infrontfinance.com 

Max Hofer, CFO Infront
max.hofer@infrontfinance.com
+47 971 48 953

Presentation Friday, 12 April 2019
Infront will host a presentation in Oslo on Friday 12 April at 10.00 CET with a
brief orientation in Norwegian about the transaction followed by a question and
answer session. The presentation will be held at Felix Conference Center,
Bryggetorget 3, Aker Brygge, in Oslo, Norway. The presentation is open to
investors, analysts, the press and other interested parties.  

The presentation is enclosed.

About Infront
Infront provides a unique combination of global market data, news, analytics and
trading tools. With over 20 years of product development driven by our clients’
business needs, the Infront Professional Terminal is the most user-friendly and
flexible terminal in the financial market. We help buy-side and sell-side
institutions grow their businesses, reduce costs, adapt to fast changing market
requirements and work more effectively with ever-increasing amounts of
information. Over 40,000 professional subscribers worldwide rely on Infront’s
services. Infront is listed on the Oslo Stock Exchange and has offices in eight
countries across Europe and South Africa. 

About VWD
vwd is a leading Europe-wide provider of information and IT solutions for the
investment industry. As an agile solutions provider, we respond flexibly to
regulatory requirements. We make your financial decisions smarter – thanks to
our comprehensive range of solutions. As a full-service provider, we optimise
processes to maximise our customers’ success. The development of our innovative
products is built on decades of experience, market expertise and the right feel
for the needs of our customers.

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This detailed announcement has been prepared and published in accordance with
section 3.4 of the Continuing Obligations for Stock Exchange Listed Companies.
This information is subject to disclosure requirements pursuant to §5-12 of the
Norwegian Securities Trading Act.
This announcement is not an offer for sale of securities in the United States or
any other country. The securities referred to herein have not been registered
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"),
and may not be sold in the United States absent registration or pursuant to an
exemption from registration under the U.S. Securities Act. The Company does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Any offering of securities will be made by means of a prospectus that may be
obtained from the Company when the subscription period commences and that will
contain detailed information about the Company and management, as well as
financial statements. Copies of this announcement are not being made and may not
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other jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

In any EEA Member State that has implemented Directive 2003/71/EC (together with
any applicable implementing measures in any member State, the "Prospectus
Directive"), this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive.
This announcement is only directed at (a) persons who are outside the United
Kingdom; or (b) investment professionals within the meaning of Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or
(d) persons to whom any invitation or inducement to engage in investment
activity can be communicated in circumstances where Section 21(1) of the
Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking
information, including, without limitation, those relating to) forecasts,
projections and estimates, statements of management's plans, objectives and
strategies for the Company, such as planned expansions, investments or other
projects, management, as well as statements preceded by "expected", "scheduled",
"targeted", "planned", "proposed", "intended" or similar statements. Although
Infront believes that the expectations reflected in such forward-looking
statements are reasonable, these forward-looking statements are based on a
number of assumptions and forecasts that, by their nature, involve risk and
uncertainty. Various factors could cause our actual results to differ materially
from those projected in a forward-looking statement or affect the extent to
which a particular projection is realized.
No assurance can be given that such expectations will prove to have been
correct. Infront disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.