Prevas has today entered into an agreement for the acquisition of all shares in the consulting company group Evotech and the remaining minority shares in the operational subsidiaries Tritech Technology and Deva Mecaneyes. The agreement is conditional subject to decision at the Prevas extraordinary general meeting. With the acquisition, an extremely strengthened position in product and production development is achieved.
Acquired shares are valued at a total of approximately SEK 270 million and payment will be made through a combination of shares in Prevas issued through a non-cash issue and cash.
Background and motive
Prevas has undergone major changes in recent years, initially with a focus on structure, organization and costs, in order to increase the recent emphasis on branding, development and strengthening of the company. The company has achieved new successes and reported ever-stronger results. There are now good conditions for the company to implement a growth agenda through acquisitions and mergers.
"I personally think this is really great," says Johan Strid, CEO for Prevas. "Together, we will be 800 employees who are passionate about doing good with the opportunities of technology. We are very close to each other in terms of leadership and corporate culture, and our customers will have access to a stronger partner."
The merger between the companies provides significant reinforcement at several locations. A distributed network of units, strong individually and even stronger together. Through the acquisition, customers gain access to cutting-edge capabilities and experience that have been built up over a long period of time by finding solutions to many different problems.
"We see the merger between Prevas and Evotech as very exciting," says Robert Demark, and his sentiments are shared by Per Vannesjö, both of whom are representatives for Evotech's majority owners DeVenture and Amymone. "Seen from several perspectives, but above all based on business logic and corporate culture. It has been important for us with support and security during this process in that Prevas can administer and develop our companies in a positive way in the future. We're looking forward to contributing to Prevas' development in our roles as significant co-owners."
Deva Mecaneyes has its strength in production development for industry and has 100 employees in Västerås. FiloProcess are experts in PLM (Product Life Cycle Management) with 20 employees in Stockholm. Tritech Technology, including its subsidiaries, has 140 employees with a passion for product development. Tritech's operations are in Stockholm, Gothenburg, Linköping and with a small sales office in Helsinki.
"The owners of Evotech, as well as the operational minority shareholders in Tritech Technology and Deva Mecaneyes, will become partners in Prevas, which we see as positive," says Johan Strid. "The agreement is structured in such a way that we retain our strong finances and are thus prepared for any future acquisitions."
The Prevas board of directors has approved the agreement, and the largest shareholders in Prevas, which represent over 50 percent of the votes, have expressed their support of the proposal for non-cash issues at the forthcoming extraordinary general meeting. The statements do not constitute binding commitments. Notice of an extraordinary general meeting will be published within a few weeks and a prospectus will be published before the acquisition is completed, which is expected to take place on January 4, 2021.
Evotech Group in brief
The consulting company group Evotech consisting of the parent company Evotech AB (formerly Aros Technology Partner AB), as well as the operational subsidiaries listed below, makes long-term investments in Swedish technology companies with major growth potential. The group's operational companies deliver high quality products and services to Swedish companies and share their innovative drive with a passion for improvements on a daily basis. In 2019, the entire Evotech Group's net sales amounted to approximately SEK 324 million and the group had an average of 240 employees distributed among the Evotech Group's three operational companies.
Deva Mecaneyes AB , with subsidiaries, conducts high quality consulting operations in production development, advanced calculation and simulation, as well as production and business development. In 2019, the Deva Mecaneyes Group's net sales amounted to approximately SEK 100 million and the group had an average of 94 employees in 2019.
Tritech Technology AB, with subsidiaries, is a development house for advanced systems for the connected society. In 2019, the Tritech Group's net sales amounted to approximately SEK 197 million and the group had an average of 123 employees in 2019. In January 2020, FindOut Technologies AB was acquired by Tritech Technology AB. FindOut Technologies AB works with visualization. During the fiscal year May 1, 2019 to April 30, 2020, FindOut Technologies AB's net sales amounted to approximately SEK 38 million and the company had an average of 28 employees during the period.
FiloProcess Holding AB, with subsidiaries, provides consulting services in information management for product and production development. In 2019, the FiloProcess Group's net sales amounted to approximately SEK 29 million and the group had an average of 23 employees in 2019.
The companies have had good profitability in recent years and profitability is expected to remain at a stable level in the future.
Preliminary combined financial information and financial effects
The preliminary combined financial information set out below is provided solely to illustrate the combined operations. Prevas reports in accordance with the accounting standard IFRS, and the companies in the Evotech Group in accordance with the accounting standard K3. The following information constitutes a merger of each group's reported financial information in 2019 without adjustments in differences between applied accounting standards. Pro forma financial information reviewed by Prevas' auditor will be included in the prospectus that Prevas will publish and may differ significantly from the combined financial information provided herein. Prevas' reported figures for 2019 are given within parentheses.
Purchase price and non-cash issues
The total purchase price for the acquisitions amounts to 2,634,532 Series B shares in Prevas and SEK 103,446,323. Based on the closing price for Prevas' Series B share on October 20, 2020, the value of the transaction amounts to SEK 269,948,745.
The portion of the purchase price that consists of shares in Prevas shall be allocated to the sellers through non-cash issues. The non-cash issues entail a dilution effect of approximately 20.68 percent of the number of shares and approximately 14.60 percent of the number of votes in Prevas. Through the non-cash issues, the number of outstanding shares in Prevas increases by 2,634,532 Series B shares, from 10,102,361 Series B shares to 12,736,893 Series B shares. The company's share capital increases by SEK 6,586,330.00 from SEK 25,255,902.50 to SEK 31,842,232.50.
The cash portion of the purchase price will be financed with available funds in Prevas. Loan financing may be added before admission.
Terms for acquisitions
The agreements regarding Prevas' acquisition of all shares in Evotech AB and outstanding minority shares in Deva Mecaneyes AB and Tritech Technology AB are subject to customary terms, including:
Shareholding in Prevas after the acquisition and lock-up agreement
Through non-cash issues described above, sellers of shares in Evotech AB, Deva Mecaneyes AB and Tritech Technology AB will acquire the following number of shares in Prevas AB.
Subscribed shares in Prevas AB
Ownership share in Prevas AB*
Amymone AB & Per Vannesjö Invest AB
* Assuming that there is a total of 12,736,893 shares in Prevas AB after the acquisitions and non-cash issues have been executed
The above has undertaken not to transfer subscribed shares in Prevas AB during the period up to and including October 21, 2021.
Conclusion of acquisition agreement with the owners of Evotech AB and the minority owners of Deva Mecaneyes AB and Tritech Technology AB.
October 21, 2020
Extraordinary general meeting of Prevas AB regarding non-cash issues
Second half of November 2020
Publication of prospectus
End of December 2020
The acquisitions are executed and the non-cash shares are issued
January 4, 2021
This information is such that Prevas AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. This information was released for publication on October 21 at 20:20 hours through the agency of the contact persons below. 22:55 CEST.
For more information,
Johan Strid, President & CEO, Prevas AB
Mobil: +46 703 79 10 61, E-mail: firstname.lastname@example.org
Andreas Lindahl, CFO, Prevas AB
Mobil: +46 70 547 08 25, E-mail: email@example.com
Per Vannesjö, representant huvudägare, Evotech AB
Mobil: +46 70 572 28 14, E-mail: firstname.lastname@example.org