Solwers Plc, Company release, insider information 09.01.2024 at 13.00 (UTC +2)
Solwers Plc’s subsidiary Solwers Sweden AB has today signed an agreement to buy the entire share capital of Sweden-based WiseGate AB.
Solwers strengthens its presence in Sweden by acquiring WiseGate AB, whose subsidiaries are WiseGate Consulting AB, specialised in consulting and engineering for the energy and process industries, and DEMAB AB, an automation company. With the acquisition, Solwers expands its service portfolio and human resources in line with its strategy. The company will be reported as part of Solwers Group as of 01/01/2024.
Founded in Malmö in 2014, WiseGate companies employ over 50 full-time employees and has offices in eight locations in Sweden. The companies’ total unaudited revenue for 2023 was estimated at SEK 90 million, with an estimated compound annual growth rate of 18 percent from the year 2020. The estimated adjusted EBIT for 2023 is SEK 4.2 million.
WiseGate serves especially the energy and industrial sectors, such as electric power, power transmission, industrial automation, pipelines, mechanical design, and project management. The clientele includes some of the largest companies in Sweden. The company has participated in numerous demanding projects, such as Stockholm Exergi's carbon capture project and the Säve test center for future E-mobility.
"The acquisition of WiseGate is in line with our strategy, where we focus on consulting in energy, electricity and environmental economics. High demand in the energy sector has enabled WiseGate to grow rapidly. Together with another Solwers company, ELE Engineering, we will achieve synergies and serve our clients locally in more than 10 cities in Sweden. About half of WiseGate's personnel have invested in the company, they have a strong motivation to develop operations and profitability together with Solwers. We expect synergy benefits and efficiency improvement measures to be visible in profit development already during the current financial year. The development work started last year", comments Leif Sebbas, Chairman of the Board of Solwers Plc.
"We are very positive about the acquisition. We see great development opportunities for WiseGate alongside other Solwers companies, while at the same time being able to continue operating under the own brands and culture of WiseGate Consulting and DEMAB AB," say founders Michael Augustsson and Patrik Granström.
The fixed purchase price is estimated at SEK 15.6 million, of which SEK 1.5 million will be paid in new Solwers Plc shares and the rest in cash. The sellers and the buyer have agreed on a partial withholding of the fixed purchase price, which will be released to the sellers once the adjusted operating profit for 2023 is confirmed. In addition, a conditional earn out has been agreed, which will be paid based on WiseGate companies’ financial performance in 2024-2026.
Directed share issue
As a result of the transaction, Solwers Plc will arrange a directed share issue to the majority shareholders of WiseGate AB. In deviation from the shareholders' pre-emptive subscription right, the share issue will be carried out based on the authorization given to the Board of Directors by Solwers Plc's Annual General Meeting on 21.4.2023.
The subscription price of the new shares is approximately EUR 4.28 per share, which is the weighted average price of Solwers Plc's shares on First North Growth Market for the period 30 days prior to the acquisition. The number of shares directed to sellers is 31,267 shares. The registration of the new shares is expected to take place during January 2024. The total number of shares issued by Solwers Plc will increase from 9,915,067 shares to 9,964,334 shares. A 12-month transfer restriction on new shares will be recorded in the sellers' book-entry accounts.
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