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Techstep ASA — M&A Activity 2011
Jan 4, 2011
3770_rns_2011-01-04_927a5691-9f8d-445b-88bd-f29b2a6bc10d.html
M&A Activity
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Birdstep Sells Service Factory AB (Orbyte) and Equity Stake in Aptilo Networks AB for a Gross Value of NOK 52 million
Oslo, Norway and Stockholm, Sweden, January 4, 2011:
Birdstep Technology ASA (OSE: BIRD) and Service
Factory AB ("Orbyte"), a wholly owned subsidiary in
Sweden, announced today that they have signed a share
purchase agreement where Orbyte is to be sold to
Aptilo Networks AB.
In addition, shareholders representing more than 90%
of all shares and votes in Aptilo Networks AB, a
Swedish affiliate which is 32.94% owned by Birdstep,
also signed a share purchase agreement where Aptilo is
to be sold to the Norwegian private equity firm
Norvestor V L.P.
"These divestments of non-core assets follow the
Group's decision to fully focus on the core growth
areas of EasyConnect and SafeMove", said Torbjörn
Sandberg, CEO in Birdstep Technology ASA.
Tom Nyman, Chairman of the Board, added "We're very
pleased that Birdstep has completed the sales of
Orbyte and Aptilo shares in one transaction. The gross
proceeds alone from these divestments for
approximately NOK 52 million represent NOK 0.73 per
share in value to our current stakeholders. This
transaction in combination with the number of new Easy
Connect customer deals in 2010 means that Birdstep is
in a good position going forward."
Summary of Transactions:
The purchase price for Orbyte is SEK 26 million in
cash upon closing before accounting for transaction
costs. There is also an earn-out provision which could
yield additional payments of SEK 8 million over the
next 12 months. The transaction is expected to close
on Tuesday, January 4, 2011 with effective control
transferring from Monday, January 3, 2011.
The purchase price for the shares in Aptilo is SEK
104.5 million. Accordingly, before accounting for
transaction costs, Birdstep will receive 32.94% of
such amount in cash upon closing. The transaction is
expected to close on Tuesday, January 4, 2011.
Before deducting amounts to be held in escrow and
transaction related costs, the gross cash flow effect
of these transaction upon closing is SEK 26 million
[approximately NOK 22.6 million] for the Orbyte
transaction and SEK 34.1 million [approximately NOK
29.6 million] for the Aptilo transaction.
There are no special conditions, terms, license issues
or approvals in connection with these transactions.
Also, there are no available agreements in connection
with the transactions that involve extraordinary
benefits for leading employees or board members in
Birdstep, Orbyte or Aptilo Networks AB.
Orbyte - Additional Information:
Orbyte allows network operators to rapidly deploy and
manage large networks with advanced features. It is
designed to allow simplified wireless broadband
connectivity for end users whilst allowing centralized
authentication, enabling businesses to on-sell
connectivity and taking advantage of existing
infrastructure deployments.
Currently Orbyte's Board of Directors consists of
Torbjörn Sandberg (Chairman), Maria Good, Torbjörn
Wård and Alexander Gundersen. Also, Orbyte has 14
employees.
Orbyte had sales of NOK 24.6 million in 2009 and NOK
19.2 million for the nine months ended September 30,
2010. In the consolidated Group balance sheet as of
Q3 2010, Orbyte was classified as assets held for sale
amounting to NOK 42.5 million, including goodwill of
NOK 18.6 million, and liabilities held for sale
amounting to NOK 4.1 million and will continue to be
classified in such way up to the effective closing
date. In these periods the net results of Orbyte are
being presented as results from discontinued
operations in the consolidated Group income statement.
Approximately NOK 16 million in goodwill relating to
the acquisition of Orbyte in 2007 will be written down
in Q4 2010 with no effect on the Group's adjusted
EBITDA or cash flow. The net effect on the
Group Income statement in Q1 2011 is estimated to be
immaterial, prior to recording any effects of IAS 21-
48. The transaction is expected to have no payable
tax effect for the Group.
In accordance with cf. the Continuing Obligations
section 3.4.2 of stock exchange listed companies, the
key figures for Orbyte for the previous three years
are set out below:
Orbyte's key figures (in millions):
2009 2008 2007
- Operating revenue NOK 24.6 NOK 31.0 NOK 18.9
- Operating result NOK 0.8 NOK (4.6) NOK 4.4
- Total assets NOK 43.4 NOK 58.2 NOK 106.7
Birdstep Technology ASA will issue an Information
Document regarding this transaction, cf. the
Continuing Obligations section 3.5 of stock exchange
listed companies section 3.5.
Aptilo - Additional Information:
Aptilo Networks is the global leader in pre-integrated
management solutions for control of billing, user
services and access in Wi-Fi, WiMAX and LTE networks.
Aptilo has become the provider of choice for service
providers, enterprises and municipalities in need of a
rapidly deployable, scalable service management and
policy control solution for wireless networks.
Currently Aptilo's Board of Directors consists of
Katarina Bonde (Chairman), Anders Ingeström, Torbjörn
Wård, Paul Mikkelsen and Torbjörn Sandberg. Also,
Aptilo has 45 employees.
In the consolidated Group balance sheet as of Q3 2010,
Aptilo was classified as investment in affiliated
company amounting to NOK 5.9 million and will continue
to be classified in such way up to the effective
closing date. In these periods, Birdstep's share of
gains(losses) in affiliated company (Aptilo) are being
presented as a separate line item in the consolidated
Group income statement.
Approximately NOK 23 million in goodwill relating to
the investment in Aptilo in 2004 was written off in
2008 thus reducing the book value of Birdstep's
investment to NOK 5.9 million. As a result of the
transaction, the net effect on the Group Income
statement in Q1 2011 is estimated to be a net gain on
the sale of approximately NOK 23 million, prior to
recording any effects of IAS 21-48. The transaction
is expected to have no payable tax effect for the
Group.
Aptilo had sales of SEK 44.3 million in 2009 and SEK
41.8 million for the nine months ended September 30,
2010. In accordance with cf. the Continuing
Obligations section 3.4.2 of stock exchange listed
companies, the key figures for Aptilo for the previous
three years are set out below:
Aptilo's key figures (in millions):
2009 2008 2007
- Operating revenue SEK 44.3 SEK 39.5 SEK 29.4
- Loss before taxes SEK (3.9) SEK (4.9) SEK (12.6)
- Total assets SEK 37.3 SEK 33.4 SEK 37.4
For further information, please contact:
Torbjörn Sandberg
CEO and President
Phone: +46 70 5170964
Email: [email protected]
André V. Demarest
CFO
Phone: +46 70 3928810
Email: [email protected]
About Birdstep:
Birdstep Technology ASA is a leading provider of
secure and seamless wireless connectivity software for
operators, enterprises and mobile device
manufacturers. EasyConnect offers advanced connection
and service management solutions for network operators
and laptop manufacturers. SafeMove is a mobile VPN
solution providing seamless and secure connectivity to
business data for corporations and governments.
Birdstep Technology was founded in 1996 and is since
2002 listed on the Oslo Stock Exchange under the
ticker "BIRD". The company has 82 employees, including
Orbyte, and is headquartered in Oslo, Norway, with
competence centers in Sweden, Finland, UK and the
United States. For more information, visit
www.birdstep.com