25.6.2021 09:19:55 CEST | Ørn Software Holding AS | Inside information

Trondheim, June 25 2021 - Ørn Software has signed an agreement to acquire the
Finnish Real Estate Software-as-a-Service (SaaS) company Rapal, thus expanding
into Finland. Ørn increases ARR by 43 percent.

"Through the acquisition of Rapal, Ørn Software continues to execute on its
geographical expansion and growth plan. Rapal's offering is highly complementary
to Ørn's real estate platform, with best-in-class solutions for lease, space,
and workplace management. Rapal's Smart office solution meets the post-Covid
demands perfectly, empowering companies to ensure a safe return to a more
dynamic and flexible workplace," says Ørn Software's CEO Sten-Roger Karlsen. 

The acquisition adds 250 new customers to Ørn Software's portfolio, including
not only real estate companies, but also real estate tenants and architectural
offices. The acquisition also provides Ørn with 70 highly skilled employees in
Espoo, Finland, and a subsidiary in San Francisco. The US business is primarily
focused on workplace analytics and smart office solutions, giving consultants
and architects access to tools used in the design phase of building projects to
optimize space utilization. 

At the end of 2020, Rapal had an annual recurring revenue (ARR) of NOK 59
million. 2020 revenue was NOK 85 million. During the first five months of 2021,
Rapal has increased its ARR with 7% to NOK 62 million. The 2020 EBITDA was NOK
18 million (NOK 14 million in 2019). The acquisition increases Ørn Software's
ARR with 43%. Ørn's proforma ARR at the end of 2020 was NOK 107 million, after
having grown 73% annually in the period 2017-2020. 

The transaction is based on an enterprise value of NOK 374 million. The
transaction will be settled with a combination of cash, Ørn Software shares
(accounting for approximately 20% of the purchase price payable) and a deferred
earn-out payment (accounting for approximately 7% of the purchase price) payable
if the conditions for the earn-out payment are satisfied. The Ørn Software
shares will be issued pursuant to a Board authorization. Ørn will also be liable
to pay Finnish transfer tax upon closing of the transaction. The transaction is
expected to close in July 2021. 

"We believe Covid-19 has permanently changed the way most companies look at
their office space. The use of hybrid solutions, including the possibility of
seamlessly working remotely, is becoming the new normal. At the same time,
climate friendly and sustainable solutions are essential both for companies and
employees, which means that specialized tools for smart offices and space
management becomes highly important," Karlsen says. 

The acquisition of Rapal represents Ørn Software's first step into Finland. 

"Finland is an important part of our expansion strategy. After the acquisition
of Rapal, we will be represented in all Nordic countries, with huge
cross-selling opportunities in each geography and across borders. This is a
major milestone on our growth path and a significant step towards achieving our
strategical goals for 2025," says Karlsen. 

"I am excited to start working with Ørn. It was obvious from the very beginning
that there is no overlap in our offering neither geographically nor in terms of
content, even though the customer segments are the same. This offers great
possibility to provide our new and existing customers a unique and versatile
product portfolio that covers the whole spectrum of built environment's owners'
and users' needs. As the CEO and main owner of Rapal for over thirty years, I am
particularly happy to join the Ørn family, which I find very professionally
managed and share same vision as we do