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Oslo, 26 September 2024

Xplora Technologies AS (“Xplora” or the ”Company”) has today announced a recommended voluntary offer (the "Offer") to the shareholders of DORO AB (“Doro”) to acquire all their shares in Doro at a price of SEK 34 in cash per share (the “Offer Price”). The Offer is fully financed by DNB Bank ASA and SpareBank 1 SR-Bank based on existing business performance exclusive of potential future synergies.

Xplora has previously outlined its key target to reach a total of one million subscriptions across the Kids-, SaaS-, and Senior divisions. Through careful consideration and thorough analysis, Xplora has concluded that the proposed acquisition will accelerate the Company's progress to reach this target.

Sten Kirkbak, CEO and founder of Xplora, commented:
"We are thrilled to announce an offer to acquire Doro. This is a strategic move that we believe will create perfect synergy to accelerate Xplora's growth into the senior market. Doro's impressive track record—selling more than 1.5 million mobile units annually—has certainly caught our attention, and we see a tremendous opportunity to build on that success."

Xplora is the category leader within smartwatches for kids, with 0.5 million smartwatches sold last year and over 300,000 active subscriptions to date. Doro, on the other hand, is a leading technology brand for seniors and a European market leader in senior feature phones, with more than 1.5 million units sold each year. Doro will continue its current operations of selling feature- and smartphones to seniors, while adding Xplora’s high margin SIM services to create a new, strong recurring revenue stream. Currently, 25% of Xplora smartwatch sales are paired with its SIM services, generating NOK 244 million in service revenue (Last Twelve Months ending Q2 2024) with an 80% gross margin. With this acquisition, Xplora is confident it can replicate this strategy, potentially quadrupling its annual unit sales and paving the way to reach one million subscribers within a few years.

The two companies have complementary financial profiles. Doro is a mature company with steady revenues, good profitability, and strong cash-generating capabilities, primarily focused on high-margin hardware sales. Xplora, conversely, is a company with strong revenue growth and a significant proportion of service sales with recurring revenue.

Geographically, the companies also complement each other. Both have strong presences in the Nordic region, while Doro is well-established in France and the UK, and Xplora has a strong foothold in Germany. This transaction will allow both companies to leverage each other's sales channels and market experience, propelling their growth in regions where they have the largest untapped market.

With Doro, Xplora aims to become the leading European player within trusted devices for children, youth, and seniors, providing both hardware and services to a market of more than 200 million people.

Furthermore, the segments are adding a broader value proposition with greater opportunities for cross-selling. By leveraging Doro's expertise in feature phones and smartphones, and Xplora's expertise in smartwatches, the Company can offer each company's products to the other company's core segments. This will allow Xplora to extend the current lifetime value of its smartwatch users by selling feature phones, thus extending the connectivity offering to youth and seniors.

PRESENTATION

Xplora is pleased to invite investors, analysts, and other stakeholders on 27 September 2024 to an in-depth presentation of the acquisition, projected timeline and updated strategy going forward. The presentation will start at 12:00 (CET). Management will be available for discussion and Q&A after the session. The event will be held live at SpareBank 1 Markets in Olav Vs gate 5, 0161 Oslo, and the presentation will be conducted in English. For planning purposes, if you plan to attend in person, we ask that you register your interest with gina.svartor@xplora.com. The presentation will be transmitted via live webcast on the company's website at www.xplora.com/investor. A recording will be made available on the company's website following the event.

For further information regarding the Offer, please refer to:

CONTACTS

Xplora Technologies AS:
Sten Kirkbak, CEO, 				
Mobile: +47 92203710 				
E-mail: sten.kirkbak@xplora.com		        


Knut Stålen, CFO
Mobile: +47 92043458
E-mail: knut.stalen@xplora.com


IMPORTANT INFORMATION

An offer document (in Swedish) is expected to be published by the Bidder on 17 October 2024.
The Offer is not being made to (and no acceptance forms will be accepted from or on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States or persons whose participation in the Offer would require the preparation of additional offer documents or the making of registrations or the taking of any other action beyond that required by Swedish law (including the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish Securities Council's Self-Regulatory Committee) unless an exemption applies.

This announcement and any other documents relating to the Offer (including copies of such documents) must not be mailed or otherwise distributed, forwarded or sent into or within any jurisdiction (including Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland or the United States) where distribution of this announcement or the Offer would require additional measures to be taken or would be contrary to the laws or regulations of such jurisdiction. Persons into whose possession this announcement comes (including, without limitation, banks, brokers, dealers, nominees and custodians) and who are subject to the laws or regulations of any such jurisdiction must inform themselves about, and observe, all applicable restrictions and requirements. Failure to do so may constitute a violation of the securities laws or regulations of such jurisdictions. The Bidder disclaims, to the fullest extent permitted by applicable law, all liability for any violation of such restrictions and the Bidder reserves the right not to accept any tender offer documents the submission of which would constitute a direct or indirect violation of any such restrictions.

The Offer, information and documentation made available through this announcement have not been prepared by, and have not been approved by, an “authorized person” within the meaning of Regulation 21 of the UK Financial Services and Market Act 2000 (“FSMA”). Accordingly, the information and documents made available by this press release may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate's business, or to acquire 50 per cent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this announcement that relate to future conditions or circumstances, including information about future results, growth and other development forecasts and other effects of the Offer, constitute forward-looking information. Such information may be characterized, for example, by the use of words such as “anticipated”, “believed”, “expected”, “intended”, “planned”, “intended”, “sought”, “will” or “may” or similar expressions. Forward-looking information is inherently subject to risks and uncertainties because it relates to future conditions and is dependent on circumstances that will occur in the future. As a result of numerous factors, many of which are beyond the Bidder's control, future conditions may differ materially from those expressed or implied in the forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and the Bidder is under no obligation (and undertakes no obligation) to update or revise any such statements to reflect new information, future events or circumstances beyond what is required by applicable laws and regulations.