0CXS Gofore Oyj

Inside information: Gofore continues growth by acquisitions – Acquires all shares of eMundo GmbH to strengthen presence on German market, pays part of purchase price by directed share issue, incentive plan for target company management

Gofore Plc Inside Information 27 October, 2022 at 5.20 pm EET

Inside information: Gofore continues growth by acquisitions – Acquires all shares of eMundo GmbH to strengthen presence on German market, pays part of purchase price by directed share issue, incentive plan for target company management

Gofore Plc has today signed an agreement on acquiring the entire share capital of digitalisation expert and software company eMundo for 8.0 million euros. The acquisition strengthens Gofore’s position, offering, customer portfolio and growth potential in Germany as well as the DACH area, i.e. German-speaking Europe. The acquisition is in line with Gofore’s strategy of growing both organically and through company acquisitions.

The acquisition is estimated to be closed on or about 1 November 2022, when all the shares of eMundo are transferred to Gofore and all eMundo’s shareholders become shareholders of Gofore.

Gofore will pay 30 percent of the purchase price of 8.0 million euros in shares and 70 percent in cash consideration. The purchase price consists of the debt-free price of business operations of 8.0 million euros including compensation payable for the net cash and working capital adjustment of approximately net zero euros.

The sellers also have an earnout option of an additional purchase price in 2022-2024, where upon reaching growth and profitability targets (25% annual net sales growth and increasing profitability), Gofore will pay the sellers an additional maximum of 2.8 million euros in cash consideration.

Founded in Munich in 2000, eMundo is a digitalisation expert and software company that employs 96 professionals in seven offices in Germany, Austria, and Northern Italy. eMundo designs and carries out digitalisation projects and develops tailormade software for strategic operations such as cyber security, service processes, public transport, and the automotive sector. Its largest customers include e.g. German state railway company Deutsche Bahn, BMW and Skidata, as well as a major German federal authority. eMundo’s information security is certified by TISAX, an information security standard defined by the European automotive industry. eMundo has a very high employer score in Germany’s leading workplace insight platform Kununu with a score of 4.9/5.

Showing some 20 percent of profitable organic growth in recent years, eMundo’s net sales in 2021 were 6.1 million euros and EBITDA 0.4 million euros (7%). For the year 2022, eMundo targets net sales growth of over 30% and an increase in profitability.

With this acquisition, Gofore is better equipped to execute its strategy of growing through eMundo’s long-term partnerships with big customers. eMundo completes both Gofore’s public and private sector offering and customer portfolio. ”eMundo is a great step in our consistent progression in the German market, where we want to invest in local expertise and substantial customer relationships. eMundo shares the values that we have had for our entire 20-year journey: to be the best possible workplace and succeed through our customers’ success. eMundo also stood out with their excellent customer portfolio. They have long-standing customer relationships with big, industry leading customers such as BMW and Deutsche Bahn. We have clear synergy and growth potential in business, public and private customer relationships and human-centric culture. We see eMundo forming a strong growth platform for us in Germany. I wish eMundo warmly welcome to the Gofore family”, comments Gofore’s CEO Mikael Nylund.

”We have been on the lookout for the next level in eMundo’s development, such as more career paths and development opportunities for our experts. Finding a Nordic, culture-compatible partner like Gofore is ideal and not just about growth; for our staff it also means for example becoming part of the company’s success through an incentive programme, which is perfect. Gofore’s good employer image also supports our recruitment. With Gofore, we have a wonderful opportunity to grow in this huge market, where the demand for digital transformation services is very strong, not just in the public sector but also in the automotive and other industry”, says Günther Palfinger, one of eMundo’s three founders and CEO of eMundo GmbH.

Palfinger, who is one of the sellers, continues in his role until the end of 2024. The company’s co-founder and Chief Technology Officer Christian Eibl, the company’s Managing Director Lukas Lisowski and Austrian subsidiary’s CEO Wolfgang Brauneis all continue working for the company. There will be a performance-based incentive plan for Eibl, one of the sellers, as well as executives Lisowski and Brauneis, for a maximum of 1.2 million euros. Lisowski and Brauneis are committed to using a portion of their incentive rewards for subscribing Gofore shares in separately decided share issues. With this acquisition, Gofore has a total of 122 employees and offices in eight locations in the DACH area. Gofore Group now has over 1,200 employees and offices in 18 locations Finland, Germany, Spain, Estonia, Austria and Italy. eMundo continues as an independent company, and its figures will be reported as part of the Gofore Group as of 1 November 2022. With the authorisation given by the Annual General Meeting on 25 March, 2022, Gofore’s Board of Directors has today, on 27 October 2022, decided to carry out a directed share issue to Gofore in which it will issue 107,240 new shares. Simultaneously, the Board of Directors has decided on a directed share issue, using the Gofore shares previously issued to Gofore to the sellers of eMundo as part of the purchase price payment. In the share issue, the sellers of eMundo subscribe for the Gofore shares at a subscription price of 22.38 euros per share. The subscription price is based on the volume weighted average Gofore share price in the last three months, between 26 July and 25 October 2022.

The new Gofore shares will be registered in the trade register on or about 28 October 2022. Gofore has applied for the new shares to be listed on the Main List of Nasdaq Helsinki Oy, and trading in the new Gofore shares is estimated to commence on or about 31 October 2022. After registering the new shares, the total amount of Gofore’s shares is 15,506,132. The new shares are equivalent to some 0.7 percent of the company’s entire share capital after registering the new shares.

eMundo Group Key Figures

(thousand euros)	2021	2020
Income statement
Net sales	6069	4875
EBITDA	423	149
Operating profit	331	45
Balance sheet	31 Dec 2021	31 Dec 2020
Non-current assets	171	202
Long-term receivables	0	0
Short-term receivables	2170	1622
Cash and equivalents	1008	675
Assets total	3349	2499
Equity and liabilities
Shareholders’ Equity	1687	1405
Long-term liabilities	30	36
Short-term liabilities	1631	1059
Equity and liabilities total	3349	2499

Further information: Mikael Nylund, CEO, Gofore Plc p. +358 40 540 2280mikael.nylund@gofore.com

Gofore Plc is a digital transformation consultancy with over 1,200 impact-driven employees across Finland, Germany, Spain, Estonia, Austria and Italy – top experts in our industry who are our company’s heart, brain, and hands. We use our holistic service offering - consulting, coding, design, and verification - as tools to incite positive change. We care for our people, our customers, and the surrounding world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2021, our net sales amounted to EUR 104.5 million. In 2022, Gofore is celebrating its 20th anniversary. Gofore Plc’s share is listed on the Nasdaq Helsinki Ltd. in Finland. Get to know us better at www.gofore.com.