Techstep ASA — M&A Activity 2017

Mar 13, 2017

Techstep announces acquisition of InfraAdvice Sweden AB, a Swedish Enterprise Mobility Management specialist

Techstep announces acquisition of InfraAdvice Sweden AB, a Swedish Enterprise Mobility Management specialist

On 12 March 2017, Techstep ASA ("Techstep" or the "Company") entered

into a binding agreement with SysTown International AB to acquire

InfraAdvice Sweden AB ("InfraAdvice") for an aggregated purchase

price of SEK 18.5 million. The purchase price will be settled with

SEK 14.0 million in cash and SEK 4.5 million in Techstep shares

based on volume weighted share price 15 days prior to closing.

Closing is subject to customary conditions and is expected ultimo

March.

The shares to be issued to SysTown International AB will be issued

under Techstep's current board authorization to issue shares

approved at the extraordinary general meeting held at 28 February

2017. The shares will be issued on a separate ISIN pending approval

and publication of a listing prospectus which is currently being

prepared by the Company. Following

publication of the prospectus, the shares will be transferred to the

ordinary ISIN of the Company and will from such time be admitted to

trading on Oslo Børs.

SysTown International AB will have a lock-up on the consideration

shares with 1/3 until 1 March 2018, 1/3 until 1 September 2018 and

1/3 until 1 March 2019.

About InfraAdvice

InfraAdvice is a Swedish Enterprise Mobility Management specialist

mainly based in Stockholm, but also with offices in Luleå and

Strängnäs. The company's board of directors comprises of Annika

Johansson and Patrik Johansson, the management comprises of Patrik

Johansson, and the company has 10 employees and full time

contractors including management. InfraAdvice had a turnover of

approximately SEK 17.6 million and an EBIT of approximately SEK 3.8

million in the financial year 01.09.15-31.08.2016, and a turnover of

approximately SEK 21.0 million and an EBIT of approximately SEK 3.9

million the financial year 01.09.14-31.08.2015. InfraAdvice has a

net cash position of approximately SEK 1.6 million as of 28.02.2017.

InfraAdvice has a pan-Nordic customer portfolio of mainly large

corporates and municipalities and has developed partnerships with

amongst other VMware End User Computing, AirWatch by VMware, Apple

Consulting Partner, Samsung SEAP, Oracle Mobile Cloud and PhishMe.

Gaute Engbakk, CEO of Techstep, says:

"With the acquisition of InfraAdvice we are getting an excellent

platform for our Swedish growth ambitions. This will increase the

scalability of our business model with both the newly acquired Mytos

and SmartWorks benefiting from easier access to the Swedish market.

InfraAdvice possess' much of the same competence as Smartworks, but

have very complementing customer portfolios and strengthens our

delivery capability. Greater Swedish presence, and thereby a

stronger Nordic offering, has been one of our main goals for 2017,

and I am very happy we were able to deliver on this already in Q1."

Patrik Johansson, CEO of InfraAdvice (and previous owner) comments:

"We are very much looking forward to become part of the Techstep

family. We are focusing on the same market space, have the same

innovation and quality driven approach and we are working with the

same partners. I believe this is the start on an exciting journey

with a wider and stronger offering, both for our customers and

employees."

Except for the seller's right to receive consideration for its

shares in InfraAdvice, the transaction does not involve any specific

rights to the benefit of the members of the board of directors or

the executive managements of Techstep or InfraAdvice respectively,

nor is any such agreements expected to be entered into.

For further information please contact:

Gaute Engbakk, CEO of Techstep: +47 91633281

Marius Drefvelin, CFO of Techstep: +47 95895690

This information is subject to the disclosure requirements pursuant

to Section 5-12 of the Norwegian Securities Trading Act.

About Techstep

Techstep has established itself as a leading B2B provider of

mobility and communications services in Norway. Digitization of

society and business is changing the mentality of the telecom

industry as well as the organizations and people it serves. Focus is

moving from infrastructure and devices to value adding services.

This creates new market opportunities, and Techstep, along with its

subsidiaries, are building and expanding their market offerings to

become the preferred digital workplace vendor. The strategy for

building the solutions platform is through organic innovation,

acquisitions and partnerships with an aim to become a fully

integrated digital solutions provider. In pursuit of the growth

strategy, Techstep is backed by strong investors known for creating

value through transformation.

Techstep has two main business segments: Hardware, represented by

Nordialog Oslo, and Solutions, represented by SmartWorks and Mytos.

These companies are subsidiaries of Teki Solutions, which is

controlled by Techstep. Nordialog Oslo represents one of the the

global mobile operator Telenor's key distribution channels of

devices and mobile subscriptions to the Norwegian business segment.