Vertiseit AB announces a public offer to the shareholders of MultiQ International AB

The Background to the Offer is to execute on Vertiseit’s growth strategy with the objective of becoming the world’s leading platform company within Digital In-store.

• The Bidder offers three mutually exclusive alternatives as consideration (the “Consideration”):
  1. “Mixed Consideration”
     SEK 12,500 in cash and 100 class B shares in Vertiseit for each full block of 10,000 shares in MultiQ; or
  2. “Share Consideration”
     413 class B shares in Vertiseit for each full block of 10,000 shares in MultiQ; or
  3. “Cash Consideration”
     SEK 1.60 in cash for each share in MultiQ.

For blocks of less than 10,000 shares in MultiQ and excess shares in addition to full blocks of 10,000 shares in MultiQ, SEK 1.60 is offered in cash for each share in MultiQ.

• The Offer entails that all shares in MultiQ are valued at approximately SEK 197 million, based on the Cash Consideration alternative. The Bidder will not increase the Consideration offered.
• The Offer has been negotiated in consensus with three of the largest shareholders in MultiQ, who have made binding commitments on acceptance of the Offer (so-called “irrevocable undertakings”) corresponding to 46.6 percent in total of all shares and votes in MultiQ for the same consideration that applies to the Offer. Of these 46.6 percent, 33.6 percent have undertaken to accept the Mixed Consideration and 13.0 percent have undertaken to accept the Share Consideration.
• The price for each MultiQ share in the Offer entails a premium as set out below. The calculations are based on a value per class B share in Vertiseit of SEK 47.50, which corresponds to the closing price for class B shares in Vertiseit on Nasdaq First North on 7 January 2022, the last trading day before the announcement of the Offer. The class B shares in Vertiseit that are offered in the Consideration are called (“Consideration Shares”).

• The completion of the Offer is conditional upon, among other things, the Offer being accepted to such an extent that Vertiseit becomes the owner of more than 80 percent of the shares in MultiQ and that an extraordinary general meeting in Vertiseit resolves on an authorization in respect of the Consideration Shares (see the section “Conditions of the Offer” below for further terms and conditions).
• An extraordinary general meeting in Vertiseit is intended to be held on 26 January 2022 to resolve on the authorization in respect of the Consideration Shares. Notice is given in a separate press release.
• Vertiseit will publish an offer document and a prospectus regarding the Offer and the issue of the Consideration Shares around 5 April 2022. The acceptance period for the Offer will commence around 6 April 2022 and expire around 27 April 2022.

Vilhelm Schottenius, Chairman of the Board of Directors of Vertiseit, comments:

“Vertiseit is in a strong expansive phase with the objective of becoming the globally leading platform company within Digital In-store. Together with MultiQ, we look forward to further accelerate our business in line with the company’s long-term objectives and continue to execute on our acquisition strategy.”

Johan Lind, Chief Executive Officer of Vertiseit, comments:

“MultiQ is one of the pioneers within digital communication in the physical space. We have followed the company’s development for a long time and have been impressed by the strong position and long-term customer relationships that the company has established. With the combined offering, we can create significant business value and develop both existing and new customers and partners. Together we are taking a big step in strengthening our position as the leading platform company within Digital In-store in Europe.”

Lars Pålsson, the main shareholder (via Mikrolund Holding AB) and Chairman of the Board of Directors of MultiQ, comments:

“I am very proud of the journey that MultiQ and all its fantastic employees have achieved. Together, we have transformed MultiQ from a hardware company to one of the leading software companies within Digital Signage. In my opinion, Vertiseit is the right choice to develop MultiQ further on this journey.”

Emil Hjalmarsson, representing the second largest shareholder AB Grenspecialisten, and member of the Board of Directors of MultiQ, comments:

“We have followed Vertiseit since its initial public offering in 2019 and are impressed by the company’s rapid development, scalability and how it has pushed the industry forward. MultiQ has progressed towards a strengthened international expansion through partners, clarifying its offering as a software company. We see Vertiseit as the obvious partner to continue to execute on this strategy. Together, the companies have the prerequisites required to become world leaders within their industry. Grenspecialisten looks forward to continuing to follow and support this journey as a long-term shareholder.”

Vertiseit in brief
Vertiseit is a Swedish public limited company incorporated in Sweden. Vertiseit’s registered office is in Varberg, Sweden. Vertiseit’s class B share has been listed on Nasdaq First North since 2019 under the ticker VERT B.

Vertiseit is a leading platform company within Retail Tech in Europe. Through the subsidiaries Dise and Grassfish, the group provides software for Digital In-store and related consulting services. Vertiseit’s customers include global brands and retailers that use Vertiseit’s products and services to enable a seamless customer journey by bridging the digital and physical meeting for a strengthened customer experience. Vertiseit currently has +120 employees in Sweden, Austria, Germany and the United Kingdom. During 2012-2020, Vertiseit had an annual profitable growth of an average of 29 percent (CAGR). In 2020, the group’s net pro forma sales amounted to SEK 134 million and the EBITDA-margin to 18 percent. As of 30 September 2021, the group’s annual recurring SaaS-revenue (Annual Recurring Revenue “ARR”) amounted to SEK 66 million. Vertiseit has an ambitious growth strategy, with the objective of becoming the world’s leading platform company within Digital In-store.

Read more at www.vertiseit.se.

MultiQ in brief
MultiQ is a Swedish public limited company incorporated in Sweden. MultiQ’s registered office is in Lund, Sweden. MultiQ’s ordinary shares are listed on Nasdaq Stockholm, Small Cap, under the ticker MULQ.

MultiQ is a provider of platform and technology within Digital Signage, with sales directly and through partners. The business is concentrated to the Nordic region, with significant customers and partners within the DACH region and in Canada. MultiQ has long standing customer relationships with well-known brands, especially within the verticals Public Transportation, Gaming and Retail Banking. MultiQ’s head office is located in Lund with additional offices in Stockholm, Aarhus, Oslo and London. In 2020, net sales amounted to SEK 138 million and the EBITDA margin to 6.7 percent. The number of employees in the group on 30 September 2021 was 66 persons.

Read more at www.multiq.com.

Background and rationale for the Offer
Vertiseit is a leading platform company within Retail Tech in Europe. With its focus on Digital In-store, Vertiseit offers platform and related consulting services for the in-store customer experience in retail.

Since its founding in 2008, Vertiseit has grown with profitability. Between 2012 and 2020, Vertiseit had an annual profitable growth of an average of 29 percent (CAGR). Growth has taken place both organically and through acquisitions, and the group’s net sales in 2020 amounted to SEK 134 million pro forma. Vertiseit’s long-term objective is to become the world’s leading platform company within Digital In-store.

The Offer is a part of the execution of Vertiseit’s strategy for international growth and contributes to strengthening the company’s market position both in the Nordic region and internationally. MultiQ’s long-term customer relationships with well-known brands and partners are expected to add significant value to the Vertiseit group. MultiQ will particularly contribute with cutting-edge expertise within Public Transportation, Gaming and Retail Banking. MultiQ is currently estimated to add approximately SEK 50 million in annual recurring SaaS revenues (ARR) to the group. Together with MultiQ, the group’s ARR is thus estimated to increase by approximately 75 percent and exceed SEK 116 million. This would be an important step towards reaching the long-term objective for Vertiseit of SEK 200 million in ARR by the end of 2024.

Together, the companies would have a strengthened position as a leading platform company within Digital In-store in Europe. In addition to strengthening Vertiseit’s market position and offering, significant synergies and coordination gains are expected between the companies, both in terms of revenue as well as costs.

Vertiseit further believes that the Vertiseit group is a good future fit for MultiQ. By this acquisition, MultiQ will become part of a larger, growth-oriented organization. A strengthened joint customer offering will benefit the new group, its customers and shareholders.

Vertiseit has great confidence in MultiQ’s employees and organization and considers them an important asset for the company’s future development. Vertiseit’s intention is that the completion of the Offer shall not entail any significant change for MultiQ’s employees, the employment in MultiQ or the locations where MultiQ conducts its business. However, after the completion of the Offer, Vertiseit will continue to develop MultiQ’s operations and may in the future implement changes and efficiencies in order to meet future challenges.

The Offer
The Bidder offers three mutually exclusive alternatives as consideration:

1. Mixed Consideration, i.e. SEK 12.500 in cash and 100 class B shares in Vertiseit for each full block of 10,000 shares in MultiQ; or
2. Share Consideration, i.e. 413 class B shares in Vertiseit for each full block of 10,000 shares in MultiQ; or
3. Cash Consideration, i.e. SEK 1.60 in cash for each share in MultiQ.

For blocks of less than 10,000 shares in MultiQ and excess shares in addition to full blocks of 10,000 shares in MultiQ, SEK 1.60 is offered in cash for each share in MultiQ.

The value of the Offer amounts to approximately SEK 197 million based on the Cash Consideration. The Bidder will not increase the consideration offered. No commission will be charged in connection with the Offer.

Vertiseit has received binding commitments on acceptance of the Offer from existing shareholders in MultiQ: Mikrolund Holding AB (controlled by Lars Pålsson), AB Grenspecialisten (controlled by Martin Gren) and Mejvik Consulting AB (controlled by Lars-Göran Mejvik). These shareholders own a total of 46.6 percent of all shares and votes in MultiQ. AB Grenspecialisten, which owns 13.0 percent of all shares and votes in MultiQ, has undertaken to accept the Share Consideration. Mikrolund Holding AB and Mejvik Consulting AB, which together own 33.6 percent of all shares and votes in MultiQ, have undertaken to accept the Mixed Consideration.

The price for each share in the Offer entails a premium as set out below. The calculations regarding the value of the Offer and premiums are based on a value per class B share in Vertiseit of SEK 47.50, which corresponds to the closing price for class B shares in Vertiseit on Nasdaq First North on 7 January 2022, the last trading day before the announcement of the Offer.

1. In regard to the Mixed Consideration:
   • A premium of 72 percent compared to the closing price of SEK 1.002 for shares in MultiQ on Nasdaq Stockholm on 7 January 2022, the last trading day before the announcement of the Offer; and
   • A premium of 81 percent compared to the volume-weighted average share price of SEK 0.95 for shares in MultiQ on Nasdaq Stockholm during the thirty trading days up to and including 7 January 2022.
2. In regard to the Share Consideration:
   • A premium of 96 percent compared to the closing price of SEK 1.002 for shares in MultiQ on Nasdaq Stockholm on 7 January 2022, the last trading day before the announcement of the Offer; and
   • A premium of 106 percent compared to the volume-weighted average share price of SEK 0.95 for shares in MultiQ on Nasdaq Stockholm during the thirty trading days up to and including 7 January 2022.
3. In regard to the Cash Consideration:
   • A premium of 60 percent compared to the closing price of SEK 1.002 for shares in MultiQ on Nasdaq Stockholm on 7 January 2022, the last trading day before the announcement of the Offer; and
   • A premium of 68 percent compared to the volume-weighted average share price of SEK 0.95 for shares in MultiQ on Nasdaq Stockholm during the thirty trading days up to and including 7 January 2022.

In the event that MultiQ pays dividends or carries out any other value transfer during the acceptance period, the Bidder will reduce the consideration offered accordingly.

Statement from the Board of Directors of MultiQ
Mikrolund Holding AB (29.2 percent) and AB Grenspecialisten (13.0 percent), together representing 42.2 percent of the shares in MultiQ, have irrevocably undertaken to accept the Offer, why the members of the Board of Directors Lars Pålsson (who is the owner of Mikrolund Holding AB) and Emil Hjalmarsson (who is employed by AB Grenspecialisten) will not participate in MultiQ’s evaluation of or decision on the Offer. The remaining independent members of the Board of Directors Bengt-Arne Molin and Jonathan Nilsson have formed a bid committee that will represent the company in connection with the Offer (the “Independent Bid Committee”).

In accordance with the Takeover Rules, the Independent Bid Committee intends to instruct an auditing firm to issue a fairness opinion regarding the Offer. The Independent Bid Committee will announce its opinion regarding the Offer and the reasons for its opinion, as well as the fairness opinion, no later than two weeks prior to the expiry of the acceptance period in a separate press release.

Vertiseit’s shareholding in MultiQ
As of the date of this press release, Vertiseit does not own any shares or other securities in MultiQ.

Vertiseit may acquire, or take measures to acquire, shares or other securities in MultiQ in other ways than through the Offer. Information regarding such acquisitions, or measures to acquire, will be announced in accordance with applicable laws and regulations.

The acquisition’s effects on Vertiseit
As of 30 September 2021 and based on published interim reports, an acquisition of MultiQ would entail the following for the Vertiseit group (pro forma Last Twelve Months 2020-10-01–2021-09-30):

• Annual recurring SaaS revenues (ARR) estimated to SEK 116 million
• Net sales SEK 251 million
• Profit before depreciation (EBITDA) SEK 17.7 million
• Gross margin 46.6 percent
• EBITDA-margin 7.1 percent

Vertiseit estimates that there are significant synergies and coordination gains between the companies, which will be realized during 2022-2023. Overall, the synergies will have a positive impact on the group’s key ratios.

The shares in Vertiseit are admitted to trading on Nasdaq First North. Vertiseit will issue a minimum of 1,075,887 and a maximum of 3,794,287 class B shares as Consideration Shares in the Offer. This would give the current shareholders of MultiQ an ownership interest between 5.5 and 17.0 percent in the merged company, based on full participation in the Offer.

Conditions of the Offer
The completion of the Offer is conditional upon:

1. the Offer being accepted by shareholders to such an extent that Vertiseit becomes the owner of more than 80 percent of the shares in MultiQ;
2. an extraordinary general meeting of Vertiseit resolving, with the required majority, to authorize the Board of Directors of Vertiseit to issue the Consideration Shares;
3. neither the Offer nor the acquisition of MultiQ being rendered wholly or partially impossible or significantly impended as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
4. no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on MultiQ’s sales, results, liquidity, equity ratio, equity or assets;
5. no information made public by MultiQ, or disclosed by MultiQ to the Bidder, being inaccurate, incomplete or misleading, and MultiQ having made public all information that should have been made public by MultiQ; and
6. MultiQ not taking any action that is typically intended to impair the prerequisites for making or completing the Offer.

The Bidder reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not fulfilled or cannot be fulfilled. However, with regard to the conditions set out in items 2–6 above, the Offer may only be withdrawn where the non-fulfilment of such condition is of material importance to the Bidder’s acquisition of MultiQ or if it is approved by the Swedish Securities Council.

The Bidder reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.

Extraordinary general meeting in Vertiseit and financing of the Offer
The Board of Directors of Vertiseit will shortly convene an extraordinary general meeting to decide on an authorization in order to enable the issuance of the Consideration Shares. The meeting is expected to be held on 26 January 2022. The notice will be published in a separate press release. The Board of Directors of Vertiseit has received commitments from shareholders corresponding to 68.3 percent of the votes and 53.0 percent of the shares in Vertiseit that they have committed to vote for the Board of Directors to be authorized in accordance with the above. The required majority for the resolution on the authorization at the general meeting consists of two thirds of the votes cast as well as the shares represented at the general meeting.

The Offer is otherwise financed through available funds and an acquisition credit facility on customary terms and conditions. Consequently, the Offer is not conditional upon obtaining financing.

Offer-related arrangements and bonus arrangements
MultiQ has not committed to any offer-related arrangements towards Vertiseit. Furthermore, Vertiseit has not offered employees in MultiQ any bonus arrangements or any similar arrangements prior to the announcement of the Offer.

The Swedish Securities Council
In connection with the preparations for the Offer, the Swedish Securities Council (Sw. Aktiemarknadsnämnden) has issued a statement whereby the Swedish Securities Council grants Vertiseit an exemption from the requirement pursuant to Chapter 2 Section 3 of the Stock Market (Takeover Bids) Act (SFS 2006:451) to prepare an offer document and apply to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) for approval of such document within four weeks from the announcement of the offer. The Swedish Securities Council has set a new deadline of eight weeks from the announcement of the Offer.

Due diligence
The Bidder has, in connection with the preparations of the Offer, conducted a very limited due diligence review of MultiQ. In connection with this, Vertiseit has, among other things, reviewed certain documentation regarding MultiQ’s operations and met with MultiQ’s management. MultiQ has confirmed that Vertiseit has not obtained any inside information regarding MultiQ in connection with the due diligence review.

Preliminary timetable

Vertiseit reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. An extension of the acceptance period will not delay the payment of the consideration to those who have already accepted the Offer, provided that the Offer is accepted by shareholders to such an extent that Vertiseit becomes the owner of more than 80 percent of the shares in MultiQ.

Compulsory buy-out and delisting
In the event that Vertiseit, whether in connection with the Offer or otherwise, becomes the owner of shares corresponding to more than 90 percent of the shares in MultiQ, Vertiseit intends to commence a compulsory buy-out procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551) in order to acquire all outstanding shares in MultiQ. In connection with such compulsory buy-out procedure, Vertiseit intends to promote a delisting of the shares in MultiQ from Nasdaq Stockholm.

Applicable law and disputes
The Offer, and any agreements entered into in connection with the Offer, is governed by the laws of Sweden. In addition, Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s interpretations and applications of Nasdaq Stockholm’s Takeover Rules also apply to the Offer.

The Bidder has, on 7 January 2022, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), undertaken towards Nasdaq Stockholm to comply with Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s interpretations and applications of Nasdaq Stockholm’s Takeover Rules as well as to submit to the sanctions that Nasdaq Stockholm may decide upon in the event of a breach of Nasdaq Stockholm’s Takeover Rules. The Bidder will inform the Swedish Financial Supervisory Authority of the Offer and the undertaking towards Nasdaq Stockholm on 10 January 2022.

Any dispute arising out of, or in connection with, the Offer shall be finally settled by Swedish courts exclusively, with Stockholm District Court as the court of first instance.

Advisers
Vertiseit has engaged Redeye AB as financial adviser, Wistrand Advokatbyrå as legal adviser as well as Aktieinvest FK AB as issuer agent in connection with the Offer.

Further information
Information about the Offer is available at: corporate.vertiseit.se

Video presentation of the Offer
A video presentation of the Offer will be held online by Johan Lind, CEO, and Jonas Lagerqvist, CFO. In connection with the presentation there will be a Q&A session. The presentation will be held in Swedish.
Time: Monday 10 January 2022 at 10:00
Participation: For registration and participation – click this link – or visit corporate.vertiseit.se to find link to the presentation.
How to watch afterwards: The presentation will be recorded and made available on corporate.vertiseit.se

Important information
This press release has been published in English and Swedish. In the event of any discrepancy between the two language versions, the Swedish version shall prevail.

This press release does not constitute any offer or solicitation to subscribe, acquire or sell shares or other financial instruments and nor does it constitute any recommendation to offer to subscribe, acquire or sell shares or other financial instruments.

The Offer is neither directly nor indirectly, made to, and no acceptance will be approved from or on behalf of persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, the United States or any other jurisdiction where the Offer, the distribution of information pertaining to the Offer or the acceptance of the Offer would be in conflict with any law or regulation or require any additional offer document and/or prospectus or registration to be effected or any other measures to be taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules) (“Excluded Jurisdiction”)

The distribution of this press release and any related Offer documentation in an Excluded Jurisdiction may be restricted, require that additional documentation is prepared or other measures taken or in conflict with the laws or regulations of such jurisdiction. Accordingly, the information in this press release may not be forwarded, distributed, reproduced or made available in or into any Excluded Jurisdiction in which the Offer would require that any additional offer document and/or prospectus is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules) or where it would be in conflict with any law or regulation in such jurisdiction and the information does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in such jurisdictions. Consequently, neither the Offer nor any documentation or information pertaining to the Offer will or may be sent, mailed or otherwise distributed in or into any Excluded Jurisdiction.

Banks, brokers, dealers and other nominees holding shares for persons who are located in or who have registered addresses in any Excluded Jurisdiction must not forward the Offer or any other document or information received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of an Excluded Jurisdiction. To the fullest extent permitted by applicable law, Vertiseit disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offer will be delivered in or into any Excluded Jurisdiction.

The acceptance period for the Offer has not commenced.

The information in this press release which relates to future conditions or circumstances, including information regarding future result, growth and other forecasts and effects of the Offer, are forward-looking statements. Such statements may, inter alia, be identified by the use of words such as “deemed”, “anticipate”, “intend” “expect”, “believe” or similar expressions. Forward-looking statements are subject to risks and uncertainties because they relate to conditions and are subject to circumstances that occur in the future. Future circumstances may materially deviate from what has been expressed or implied in the forward-looking statements due to several factors which to a large extent is outside of Vertiseit’s control. Any forward-looking statements speak only as of the date on which they are made and Vertiseit has no obligation (and undertakes no obligation) to update or revise any such statements due to new information, future events or similar, except for then it is requires due to applicable laws and regulations.