Investor Presentation • May 18, 2021
Investor Presentation
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This presentation (the Presentation) has been prepared by LINK Mobility Group Holding ASA (the Company, and together with its consolidated subsidiaries, LINK) for a brief presentation of LINK in connection with the announcement by LINK of a potential acquisition of Soprano Design Ltd and its subsidiaries (Soprano) by LINK (the Transaction). This Presentation should not be used for any other purpose.
This Presentation is prepared based on information obtained from LINK, Soprano and public sources on or prior to the date hereof and has not been independently verified. This Presentation only contains summary information and no representation or warranty, express or implied, is or will be made in relation to and no reliance should be placed on the fairness, accuracy, correctness or completeness of the information or opinions contained in this Presentation.
This Presentation contains forward-looking statements, which are based on current expectations, projections and assumptions about future events. Statements contained in the Presentation, other than statements of historical fact, regarding future events or prospects, are forward-looking statements. The words "may", "will", "should", "expect", "anticipate", "believe", "estimate", "plan", "predict", "intend" or variations of these words, as well as other statements regarding matters that are not historical fact or regarding future events or prospects, constitute forward-looking statements. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. These views involve a number of known or unknown risks, uncertainties and assumptions, which could cause actual results to differ materially from those predicted in the forward-looking statements and from the past performance of LINK. As a result, you should not and may not rely on these forward-looking statements. No representation or warranty is made that any forward-looking statement will occur.
Forward-looking statements speak as of the date of this Presentation and no one undertakes to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Neither the Company nor its subsidiaries or affiliates, or their respective directors, offices, employees, advisers or agents accepts any responsibility or liability whatsoever or makes any representation or warranty, expressed or implied, as to the truthfulness, fairness, accuracy, completeness or verification of such information. Accordingly, undue reliance should not be placed on any forward-looking statement contained in this Presentation.
Certain numbers in the Presentation are unaudited or are based on internal company records or based on preliminary calculations by LINK on the effects of the Transaction. Some of these number may be subject to further review in due course, may be amended and the final numbers may differ from those set out in this Presentation. Until such time as that review is complete and any final numbers are published, no reliance shall be placed on, and LINK shall not be liable in any way in respect of such numbers.
Further, this Presentation may include market and industry data obtained by LINK from industry publications and surveys. LINK may not have access to the facts and assumptions underlying the numerical data, market data and other information extracted from public sources and as a result neither LINK nor any of LINK's advisors or representatives are able to verify such information, and assume no responsibility for the correctness of any such information.
Any information contained or views expressed in this Presentation do not purport to be comprehensive and are based on financial, economic, market and other conditions prevailing as of the date of this Presentation and are subject to change without notice. Neither LINK nor any other person undertakes any obligation to update or revise any information or statement contained in the Presentation, whether as a result of new information, future events or otherwise, except to the extent required by law.
No representation, warranty, or undertaking, express or implied, is made by LINK or its affiliates or their respective directors, officers, employees, agents or advisers (collectively Representatives), and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither LINK nor its Representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation. Nothing contained in this Presentation is or should be relied upon as a promise or representation as to the future. Except where otherwise expressly indicated, this Presentation speaks as of the date hereof. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. In giving this Presentation, none of LINK or Representatives undertake any obligation to provide the Recipient with access to any additional information or to update the contents of the Presentation, or to correct any inaccuracies in any such information, including any financial data or forward-looking statements. The information contained in this Presentation should be considered in the context of the circumstances prevailing at this time and has not been, and will not be, updated to reflect material developments which may occur after the date of the Presentation.
This Presentation and the information contained herein does not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company or its affiliates, and neither this document nor anything contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever. In particular, the information within this Presentation must not be used in making any investment decision.
This Presentation and the information contained herein is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. This Presentation does not constitute and is not intended to form part of any offer, or the solicitation of any offer, to buy, subscribe for or sell any shares (or any other security) in the Company or any subsidiary of the Company and nothing in this Presentation shall in any way constitute or form part of any legal agreement or be relied on in connection with, any contract, commitment or investment decision.
Each recipient of the information contained in this Presentation is responsible for making its own independent assessment of the business, financial condition, prospects, status and affairs of LINK. No person shall have any right of action against LINK or any other person in relation to the accuracy or completeness of the information contained in the Presentation.
This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.
LINK Mobility Group signs non-binding term sheet to acquire 100% of Soprano Design Ltd.
Purchase Price: 3,590 NOKm Deal structure: 5% cash | 95% shares SPA signing: Expected mid July 2021
Key facts
Financing and
timeline
• Signed a non-binding term sheet to acquire Soprano Design Ltd ("Soprano") for a total consideration of NOK 3,590m and at an estimated enterprise value of below 3,500 at an accretive purchase multiple, of 19,7x based on cash EBITDA
• Soprano is a leading global CPaaS player with over 4,000 customers, NOK ~717m in revenue (18% growth) and NOK ~174m in cash EBITDA (24% margin) FY21E 1
• The founder and majority shareholder is highly committed to become a long-term investor and will continue to run the Soprano
• The purchase consideration will be settled with 95% shares and
• Share issuance of 88.7 million new shares at issue price of
• Cash consideration of AUD 25 million (approx. NOK 160m) settled by cash on balance sheet
• LINK expects to sign a definitive transaction agreement by mid
1
2
3
5
Page 5 | May 18, 2021
Facts and figures 1
Net retention rate 2
FY21E revenue
18%
YoY revenue growth
53% gross margin
Countries
Employees
2021E messages
24% margin
Highly experienced and heavily invested management team ready to join forces with LINK
Founded in 1994, Soprano is global leading CPaaS capabilities for large enterprises, partners, and governments in multiple industries
Headquartered in Sydney Australia, with stronghold in APAC region. Regional offices in Europe, North America, South America and Southeast Asia
Unique white label SaaS solution with 13 global carrier/MNOs as strategic partners
More than 4,000 enterprise clients. Enterprise grade delivery and support with 97% satisfaction rate
Approx. 408 bps PF increase in Link margin
Approx. 187 bps PF increase in Link margin
Dr Richard Favero, Founder & Chairman 25+ years, AI and speech recognition researcher
Mohamed Odah, CTO Soprano for 20+ years
Deepak Naidu, Director. Finance ~4 years w/ Soprano, previously KPMG
Matt Thompson, VP Marketing 8 years w/ Soprano, previously AT&T, Nuance
2+ years w/ Soprano, previously VMware, National Australia Bank
Soprano for 20+ years, founder OrangeGum Singapore
Soprano for 20+ years, founder SITMobile Spain
Page 7 | May 18, 2021
Page 8 | May 18, 2021
Notes: (1) Fiscal year ending June 2021. April – June are management estimates, (2) Represents Silver Street
| 113% | |
|---|---|
| 6% | |
| ) | 16% |
| ) | 35% |
Page 9 | May 18, 2021
Notes: (1)Fiscal year ending June 2021. April – June are management estimates.
| 53% |
|---|
| +6 percentage points |
| 45% |
| +9 percentage points |
| 24% |
| ~80% |
Notes: (1) Unaudited 2020 financials including full-year effect of Websms, Tismi, Marketing Platform, AMM. (2) unaudited figures including full year-effect of the Silver Street acquisition converted at a FX rate of NOK/AUD 6.55. (3) EBITDA for Soprano is cash EBITDA excluding CAPEX from R&D
Page 11 | May 18, 2021
Notes: (1) Please see Link Mobility's Q1 report for an overview of previous targets
Page 12 | May 18, 2021
| # Owner |
# of Shares | % of shares |
|---|---|---|
| 1ABRY Partners LLC | 93.6 | 25 % |
| 2Soprano | 88.7 | 24 % |
| 2Swedbank Robur Fonder | 21.3 | 6 % |
| 3Karbon Invest AS | 15.9 | 4 % |
| 4Kabouter Management LLC | 13.7 | 4 % |
| 5Folketrygdfondet | 12.7 | 3 % |
| 6Søren Sundahl | 8.8 | 2 % |
| 7SEI Investments | 6.6 | 2 % |
| 8DWS Investments | 5.2 | 1 % |
| 9SEB Fonder | 5.2 | 1 % |
| 10DNB Fonder | 4.6 | 1 % |
| 11Handelsbanken Fonder | 4.1 | 1 % |
| 12Danske Invest (DK) | 3.9 | 1 % |
| 13Luxor Capital Group LP | 3.7 | 1 % |
| 14TIN Fonder | 3.7 | 1 % |
| 15Didner & Gerge Fonder | 3.6 | 1 % |
| 16Ferd AS | 2.6 | 1 % |
| 17Principal Global Investors | 2.4 | 1 % |
| 18Delphi Fondsforvaltning AS | 2.2 | 1 % |
| 19Livförsäkringsbolaget Skandia | 1.9 | 1 % |
| 20Skandia Fonder | 1.7 | 0 % |
| Total fully diluted1 shares (including Soprano) |
369.7 | 100 % |
Shares outstanding are pro forma which includes shares expected to be issued in conjunction with the company's recent acqusitions (including also Soprano) and also adjusted for RSUs and options outstanding
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