Huddlestock Fintech

M&A Activity • May 9, 2022

Huddlestock Fintech AS (OSE: HUDL) Acquisition of the software developer F5 IT in an all-share deal

Huddlestock Fintech AS (OSE: HUDL) Acquisition of the software developer F5 IT in an all-share deal

9.5.2022 09:31:14 CEST | Huddlestock Fintech AS | Additional regulated

information required to be disclosed under the laws of a member state

Reference is made to the stock exchange announcement on 31 March 2022,

Huddlestock Fintech AS, a provider of innovative technology solutions to the

capital markets, treasury, and wealth management industries, confirms the

acquisition of 100% of F5 IT, a software developer with solid traction in

customised applications and solutions within the Fintech, Proptech and IoT

space.

"We are delighted to welcome the F5 IT team to the Huddlestock family. The

inclusion of 15 full-stack and specialist developers will greatly enhance our

customer offering, accelerate our onshoring strategy, and deliver on our

ambition of becoming a leading European Fintech. Our initial estimates indicate

that the synergies from the acquisition of F5 IT are strong, delivering on our

strategy of creating shareholder value through M&A," says John E. Skajem, CEO of

Huddlestock Fintech AS.

The addition of F5 IT will strengthen Huddlestock's Fintech expertise,

deliverance and commercial capabilities, adding more technology knowledge to our

existing team of world-class Capital Markets experts. On completion of the deal,

Huddlestock will be able to deliver on two of our strategic ambitions: expanding

our expert consulting practice across the Nordics with the establishment of a

Norway based consulting team and accelerate the creation of a Nordic white-label

WealthTech solution with a strengthened technical team. With F5 ITs team of

specialist and full-stack developers, Huddlestock expert consultants will be

able to drive smarter business decisions and deliver innovative and inclusive

solutions on one platform, furthering Huddlestock's technology-first mission.

"Our team at F5 IT are excited to join Huddlestock, Norway's first listed

Fintech," says Stian Røisland, Chairman of F5 IT. "The strategic fit between our

two companies is strong and we see excellent growth opportunities from the

creation of a global platform from which to service our customers."

F5 IT is expected to earn revenues of NOK 17,000,000 in 2022 on a stand-alone

basis. Further expanded revenue flows will be sought from the combined company

and cost synergies will be achieved.

Financial details.

It has been agreed that Huddlestock will pay NOK 20,000,000 in an all-share

exchange to acquire 100% of F5 IT AS. The payment will be financed by

transferring shares held in Huddlestock treasury. The maximum consideration is

6,666,667 Huddlestock-shares (the "Consideration Shares"). A total of 5,714,286

of the Consideration Shares are subject to a three-year lock-up in which 952,381

of the shares are released each consecutive 6 month.

It has been agreed that an incentive programme with strict performance targets

be put in place prior to final closing. The programme concerns all F5 IT's

employees and could trigger further payments over the agreed three-year period

for which the specific incentive programme is valid. The total amount of

Huddlestock Fintech shares that can be paid out under the incentive scheme is

4,000,000. In order to vest the shares, strict performance targets, deliverable

for the fiscal years 2022, 2023 and 2024, individually and collectively, must be

met. Said vesting criteria's will be based on audited accounts for the fiscal

years 2022, 2023 and 2024, and transfer of vested shares will be made in arrears

over the coming three years.

The acquisition of F5 IT is Huddlestock Fintech's second major acquisition in

the last 12 months.

About Huddlestock Fintech: Huddlestock Fintech is an innovative technology

software provider with a leading expert professional services business. We

deliver innovative and sustainable technology solutions to the capital markets,

treasury and wealth management industries. For more information, please visit

www.huddlestock.com - http://www.huddlestock.com

About F5 IT: F5 IT delivers tailored application development and integrations

for digitizing entire organizations. It isheadquartered in Stavanger with 20

employees and 15 technology developers based between Stavanger on the West Coast

of Norway and Constanta in Romania. For more information, please visit

https://f5it.com

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Cecilia Luras, Director of Strategy & Investor Relations, +47 951 45 382,

col@huddlestock.com

* John E. Skajem, CEO, +47 418 87 412, jes@huddlestock.com

ABOUT HUDDLESTOCK FINTECH AS

Huddlestock Fintech delivers innovative technology solutions to the capital

markets, treasury and wealth management industries.

Through its technology offering, Huddlestock offers an innovative, compliant,

and data-centric WealthTech SaaS, accelerating the digital transformation, and

trends of hyper-personalization and on-demand banking within the wealth

management industry. Huddlestock's SaaS empowers the embedding of low-cost,

efficient white-label trading and investment services, underpinning

Huddlestock's mission of delivering financial inclusion by democratizing access

to capital markets.

Through its world-class expert professional services business, Huddlestock

delivers strategic technology solutions and process automation for the financial

services industry. This range of services has propelled Huddlestock into

becoming the preferred supplier of financial consultancy services and technology

solutions in the Nordic region. Huddlestock Fintech AS is regulated by Bafin and

was listed on Euronext Growth Market 26 November 2020, as Norway's first fintech

company to be publicly traded.

For more information, please visit www.huddlestock.com -

http://www.huddlestock.com

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17848032/1429/1950/Download%20announcement

%20as%20PDF.pdf