Bifogade filer
ORTELIUS amends purchase price structure for Tech5 acquisition – fixed share-based consideration.
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Fordon |
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ORTELIUS International AB (publ) (“ORTELIUS” or the “Company”) (Nasdaq First North Growth Market: ORTIN) announces that it has agreed to revise the purchase price structure relating to the acquisition of Tech5 AB (“Tech5”). The previously communicated three-year performance-based earn-out has been replaced with a fixed earn-out of SEK 4.8 million per year, to be settled in shares, over a three-year period. In addition, a portion of the remaining purchase price, amounting to SEK 700,000, will also be settled in shares. Consequently, the full share-based consideration will be converted into shares in 2028.
The revised structure removes financial performance conditions, increasing transparency and predictability of the total consideration. All share-based consideration will be converted in 2028, based on the market valuation at the time of conversion. The subscription price for the shares will correspond to the volume-weighted average price (VWAP) of the Company’s shares during the thirty (30) trading days preceding 31 December 2027. However, the subscription price shall not imply a total company valuation below SEK 200,000,000, calculated based on the total number of outstanding shares as of 31 December 2027.
Rationale
The share issue relating to the fixed additional purchase price will be carried out with deviation from the shareholders’ pre-emption rights. The deviation is motivated by the fact that the share issue constitutes an integral part of the agreed consideration structure in connection with the acquisition of Tech 5. The Board of Directors considers it essential to settle the additional consideration in shares in order to align the interests of the seller with those of the Company and its shareholders over time, while preserving the Company’s liquidity and capital structure.
The Board of Directors has made an overall assessment of the transaction terms and considers them to be on market terms. In light of the above, the Board considers that a directed share issue is in the best interests of the Company and all its shareholders.
Please see press release of 12 September 2025 for more information:
Ellwee, through Ortelius E2, acquires Tech5 – strengthens the offering in results-oriented consulting services – Investor Relations