Zalaris

M&A Activity • Sep 25, 2017

Acquisition of ROC Global Solution Consulting Ltd.

Acquisition of ROC Global Solution Consulting Ltd.

Zalaris ASA (OSE: ZAL) has today agreed and completed the

acquisition of 100 percent of the shares in ROC Global Solution

Consulting Limited (ROC), a UK based human resources consulting

company with expert resources located in markets in the UK, Germany

and Poland, which gives Zalaris immediate access to the UK market

and strengthens its HR advisory and Cloud services capacity.

The total consideration to be paid by Zalaris for 100 percent of the

shares in ROC is up to GBP 8.6 million and will be settled through

cash payments in the total aggregate amount of up to GBP 7.5 million

and the issuance of 264,006 new shares in Zalaris. The consideration

shares will be issued within a 3-month period after completion,

listed on the Oslo Stock Exchange and subject to lock-up for a

period of 24 months from completion.

Detailed information regarding ROC and the transaction prepared in

accordance with the requirements set out in Section 3.4 of the

Continuing Obligations for companies listed on the Oslo Stock

Exchange, is set out in the enclosure hereto.

"Joining forces with ROC gives us immediate access to the UK market,

which is new to Zalaris. It also adds new capability to provide HR

advisory services and gives us additional capacity to meet the fast-

growing demand for SuccessFactors based Cloud solutions in other key

European markets", says CEO and founder Hans-Petter Mellerud of

Zalaris.

The deal unites two complementary SAP Human Capital Management (HCM)

and SuccessFactors partners, adding to Zalaris' presence in Europe

and new markets. The combined entity will deliver a complete suite

of payroll and HCM services covering the Nordics, Baltics, Poland,

UK, Germany, Austria, Switzerland, Spain and India.

Increased footprint

The transaction confirms Zalaris' growth strategy, following the

acquisition of sumarum AG in Germany in May 2017. The acquisition of

ROC will contribute to further strengthening of Zalaris' presence in

Germany and Poland, and will give Zalaris access to the market in

the UK - one of the largest markets for outsourced IT and HR

services in Europe.

"This is another important milestone for Zalaris, providing us with

a strong foothold in one of the most promising markets in Europe,

going forward. In Germany we strengthen our position in the SAP HCM

market, and will expand our service offering especially in the cloud

segment and for large multi-country customers. In the UK, ROC's

highly qualified team will now be able to offer Zalaris' services to

its existing and potential clients", Mellerud says.

Boosting cloud competences

Strong trends are transforming the human resources market. According

to industry expert Everest Group, 35 percent of all data is now in

the cloud. By the end of Q2/17, the cloud segment generated 14

percent of Zalaris' revenues - growing from less than 1 percent only

two years ago.

"This acquisition brings both HR advisory expertise and capacity to

Zalaris, boosting our ability to deliver in the fast-growing cloud

market. This strengthens our ability to meet our clients'

expectations", Mellerud says.

Partners

ROC is a human capital management consultancy that specialises in

SAP and SuccessFactors HCM-related services. SuccessFactors is SAP's

strategic HR tool in the cloud, covering the entire value chain of

HR tasks from recruiting to exit.

"Companies demand advisory services in the HR market. This strategic

acquisition enables us to give the best advice to our customers, in

addition to offering our services to new markets," Mellerud says.

In April 2017, Zalaris announced a global contract with the

Norwegian energy champion Statkraft. ROC and Zalaris are already

working together for Statkraft in the UK. ROC has five offices in

UK, Germany and Poland and serves blue chip customers in the

following sectors: Banks, Automotive, Utilities, Hospitality and

Professional Services.

"Joining forces with Zalaris is a great opportunity for our SAP and

SuccessFactors consultants to team up and build the leading European

player within the HR Services and Consulting industry. It will

strengthen our joint capability to advise and serve our customers on

how to structure and implement effective people processes that drive

employee engagement and satisfaction," says Jerry Chilvers, CEO and

founder of ROC Group.

This information is subject to the disclosure requirements set forth

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

Contact:

Hans-Petter Mellerud, CEO and founder, Zalaris ASA

Tel: +47 92 89 72 76

hans-petter.mellerud@zalaris.com

Jeremy Chilvers, CEO, ROC Global Solutions Ltd

Tel: +44 (7771) 757476

jerry.chilvers@roc-group.com

About Zalaris

Zalaris delivers comprehensive cloud-based outsourced HR and

payroll, as well as consulting services based on SAP HCM and

SuccessFactors. The company is certified as a SAP and SuccessFactors

Business Process Outsourcing (BPO) Partner and is a leading SAP

Human Capital Management (HCM) and SuccessFactors consulting

partner. Founded in 2000, Zalaris today operates in Denmark,

Estonia, Finland, Germany, India, Latvia, Lithuania, Norway, Poland,

UK, Spain and Sweden, including local-language service centers with

extensive expertise in HR-related laws and regulations. Zalaris

(ZAL) is a publicly listed company on the Oslo Stock Exchange. Learn

more at www.zalaris.com

About ROC Global Solution Consulting

ROC has consultants working in a wide range of industries, helping

companies solve business issues within the HR and talent management

arena. The company was established in 1998 and employs over 112

consultants in five offices in Germany, Poland and the UK, all

totally dedicated to HCM.

The company is headquartered outside London and key technologies are

SAP HANA,SAP HCM, SuccessFactors. ROC consultants specialist

practices covering time & pay, talent management, shared services,

analytics, business transformation, portal solutions and global

support. ROC has the knowledge and expertise to design and deliver

solutions across a range of HR functions and service models.