Zenterio issues new shares in a total amount of SEK 80 million and acquires the software company Systemagic

Posted On: 18th December 2015

  • Zenterio AB (”Zenterio”) completes share issues at a price of SEK 22.50 per share, corresponding to a total amount of approximately SEK 80 million
  • Zenterio also acquires the Linköping based software company Systemagic AB (”Systemagic”) which develops IPTV-platforms, interactive TV services, Ux and applications such as video, music and advertising
  • The acquisition is, together with the acquisition of 27M Group in September, part of Zenterio’s strategic expansion carried out in order to meet the increased demand for the company’s software solution for interactive TV

Zenterio, which develops an independent software platform for interactive TV, has completed two share issues in a total aggregate amount of approximately SEK 80 million. The capital raising which was announced on 26 November 2014 has now been completed. The capital raising consisted of a directed issue of 2,666,667 new ordinary shares to certain Swedish and foreign investors. Some of the company’s larger shareholders, including the largest shareholder Scope, have subscribed for shares in the new share issue. The subscription price per ordinary share was determined, through a so called book building process, to a price of SEK 22.50 per ordinary share. The reason for the derogation from the shareholders’ preferential rights is to raise capital needed in order to finance continued rapid expansion and to finance the acquisition of Systemagic and an additional strategic acquisition. The purpose is to strengthen Zenterio’s delivery capacity in order to meet the needs of its customers and partners.

As part of the purchase price for Systemagic 888,889 ordinary shares are issued to the owners of Systemagic with payment in kind, at the same subscription price as in the directed new issue (i.e. SEK 22.50 SEK per ordinary share). Through the share issue the number of ordinary shares is increased by 3,555,556 ordinary shares, increasing the number of ordinary shares from 41,734,247 to 45,289,803 (of a total number of 50,333,691 shares after the share issue). The new ordinary shares correspond to approximately 7% of the total number of shares and votes in Zenterio.

– We have seen that some of our distribution channels are increasing more rapidly than we could have foreseen. This applies, for example, to the OEM-side and within certain customer segments such as IPTV-operators. In order to be able to deliver at an ever increasing rate we have to make investments in our capacity and the acquisition of Systemagic is part of this. The capital raising and our acquisitions will secure our delivery capacity and our continued success going forward, says Robin Rutili, CEO of Zenterio.

Systemagic, with offices in Linköping and Stockholm, has since 2002 developed IPTV-platforms, interactive IPTV-services and user interfaces in co-operation with Ericsson, Motorola/Arris, Spotify, Samsung, Altibox, Comhem, and others. The acquisition expands Zenterio’s development operations in Linköping with approximately 30 system developers and the total number of employees will amount to 180. Through the acquisition Systemagic becomes a subsidiary of Zenterio and will continue to market and deliver to external costumers as well as to Zenterio.

– We see a significant demand from operators for interactive TV-services and applications as they need to create new sources of income and seek to offer their customers an improved viewer experience. With Systemagic’s expertise in interactive TV-services Zenterio both strengthens and broadens its offer to the operators and at the same time we can meet their increased demand, says Robin Rutili.

 

For 2014 Systemagic is expecting a turnover of approximately SEK 45 million and an EBITDA-margin of just over 20 percent. The purchase price, of approximately SEK 50 million in total, has been paid by way of a cash payment together with shares in Zenterio issued in the in-kind issue. The final purchase price is subject to an adjustment mechanism depending on Systemagic’s results and Zenterio has issued 497,222 warrants free of charge to be used by Systemagic’s shareholders in order to provide for such adjustment. Consequently, approximately SEK 10 million of the purchase price, paid in Zenterio-shares subscribed for by exercise of warrants at a price of SEK22.50 per share, will thus be paid during the beginning of 2015 after Systemagic’s results has been determined.

 

Pareto Securities AB has acted as financial advisor to Zenterio in connection with the capital raising and the book building process. Gernandt & Danielsson Advokatbyrå acted as legal advisor in connection with the capital raising and the acquisition.

 

For more information, please contact:

Mattias Arnelund, CFO, Zenterio
Email: mattias.arnelund@zenterio.com
Phone: +46 70 789 58 12

Pelle Rosell, CMO, Zenterio
Phone: 070-926 2733
E-mail: pelle.rosell@zenterio.com

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