Techstep ASA — M&A Activity 2020

Sep 3, 2020

Techstep strengthens its position as the leading provider of managed mobility services in the Nordics through the acquisition of Optidev AB

Techstep strengthens its position as the leading provider of managed mobility services in the Nordics through the acquisition of Optidev AB

Oslo, Norway, 3 September 2020, Techstep ASA ("Techstep" or the "Company") has

entered into a binding agreement to acquire 100 % of the shares in Optidev AB

("Optidev") to strengthen its position as the leading provider of managed

mobility services (MMS) in the Nordic region.

Optidev is a fast growing and profitable company which is expected to generate

SEK 205 million in revenues in 2020 with a gross profit of SEK 113 million and

EBITDA of SEK 36 million. Additionally, Optidev has an annual recurring revenue

(ARR) from own developed software of SEK 22 million as of 30 June 2020,

increasing Techstep's ARR by 60% to NOK ~60 million.

The total purchase price is SEK 200 million on a cash and debt free basis,

payable through a combination of cash, equity and seller's credit.

"MMS is one of the fastest growing segments in the global Telecom and IT

-services industry, and the acquisition of Optidev will significantly strengthen

our position in this attractive segment" says Jens Haviken, CEO of Techstep. "We

are two complementary businesses with great people and a sincere drive to

deliver value-adding mobility solutions to our customers. Together, Techstep and

Optidev will form a strong platform for growth."

The combined company will be a leading IP and software-focused provider of

deskless technology which help companies transform their capabilities by making

work mobile, with strong established positions in Norway and Sweden, and a

growing presence in Denmark. The acquisition is in line with Techstep's

communicated Nordic growth strategy.

Optidev is a developer and provider of B2B mobility software and solutions,

predominantly to customers in the transportation, logistics and public safety

sectors in Sweden, Norway and Denmark. Headquartered in Borås,

Sweden, Optidev's team consists of 85 highly skilled employees. Optidev

generated SEK 188 million in revenues in 2019 with gross profit of SEK

103 million and EBITDA of SEK 26 million.

"Optidev has developed and provided business-critical mobility solutions since

2000. Everything from digitization for industry-leading transport and logistics

companies to systems for ticket controls for the metro. We see Techstep, with

its MMS expertise, as an incredibly good match where both companies complement

each other well," says Fredrik Logenius, CEO of Optidev. "Together our companies

will offer market-leading mobility solutions supported by a strong Nordic

organisation to drive future growth."

Following the transaction, Optidev will operate and report as a separate

business unit led by Fredrik Logenius.

TRANSACTION DETAILS AND FINANCING

The total purchase price is SEK 200 million on a cash and debt free basis.  The

purchase price will be calculated based on a closing balance sheet of Optidev as

of the completion of the acquisition ("Closing"). At Closing, the purchase price

will be settled 1/3 in cash, 1/3 in a seller's credit and 1/3 in Techstep shares

("Consideration Shares").

The sellers' credit will accrue a 4% interest per annum and matures in equal

instalments 12, 24 and 36 months after Closing. On the date which falls 18

months after Closing, the sellers may require to partly convert the sellers'

credit up to an amount which equals 50% of the initial amount of sellers' credit

to Techstep shares. The conversion price shall then be based on 30 days volume

weighted average price immediately preceding the date which falls 18 months

after Closing.

The Consideration Shares will be valued at Techstep's closing share price of NOK

3.58 per share as of 2 September 2020. The shareholders of Optidev are expected

to hold approximately 10% of the shares outstanding in Techstep after closing of

the transaction. The final number of new shares issued will be determined by

Target's net debt and normalized level of working capital to be calculated as at

30 September 2020. The Consideration Shares will be issued

under Techstep's current board authorization to issue shares approved at

the annual general meeting held on 22 June 2020.

The cash element of the transaction will be settled by bank financing.

CONDITIONS AND TIMETABLE

Closing is subject to certain other customary conditions. The transaction is not

subject to any regulatory approvals.

ADVISERS

Nordhaven Corporate Finance acts as financial advisor to Techstep in connection

with the transaction. Erik Penser Corporate Finance acts as financial

advisor to Optidev.

For additional information, please contact:

Jens Haviken, CEO, Techstep ASA: +47 930 90 070

Marius Drefvelin, CFO, Techstep ASA: +47 958 95 690

About Techstep ASA

Techstep is purpose-built to become a leading Managed Mobility Services provider

in the Nordics. Techstep supplies hardware, software, connectivity and mobile

device management bundled as a managed service. This enables enterprises and

their employees to do their work across mobile devices and locations, with a

high degree of security and operational stability. Techstep has 210 employees

based in Norway and Sweden, serving close to 4,000 customers and 210,000

recurring revenue end-users across various industries in the private and public

sectors. The company is listed on the Oslo Stock Exchange. For more information,

see www.techstepasa.no.

About Optidev AB

Optidev is a leading Nordic supplier of turnkey mobility solutions with focus on

transportation and logistics and public safety sectors. The solutions include

both software and hardware, enabling mobile access to mission critical

information with automated data capture and traceability in real time. Optidev

has 85 employees working from its offices in Sweden, Norway and Denmark. The

company was founded in 2000 and is privately owned. More information from

www.optidev.com.

This information is subject to the disclosure requirements pursuant to Section 5

-12 of the Norwegian Securities Trading Act.