24SevenOffice

The Transaction

The Transaction perimeter consists mainly of the ERP related subsidiaries and assets, including among others 24SevenOffice Norway AS, 24SevenOffice Scandinavia Systems AS and 24SevenOffice Sweden AB (jointly referred to as the "Target"). The Enterprise Value of the Target is approximately SEK 2.4 billion. The subsidiaries and assets are not yet finalized and are subject to final negotiations.

The Purchaser has completed customary due diligence on the assets included in the Transaction, and the main terms of the Transaction have been agreed in the MOU. The Transaction is unanimously supported by the Board of Directors of 24SevenOffice (the "Board"). The Agreement includes provisions for competing offers within a period of 30 days, including that a competing offer must be at a certain level higher than the valuation of the Transaction and a right of the Purchaser to match such offer.

It is expected that definitive agreements will be executed within 30 days, provided that no competing offer is accepted by the Company. The Transaction will be completed upon receipt of all necessary regulatory and shareholder approvals and completion of separation steps.

If the Transaction is completed, 24SevenOffice intends to continue operating as a listed company with its remaining operations. The Board intends to propose the retention of SEK 200 million in cash in 24SevenOffice and after settling the Company's debt the remaining proceeds will be distributed to its shareholders as soon as legally and practically feasible following completion of the Transaction. The total net debt is dependent on the definitive agreements. It is expected that the total dividend will be minimum SEK 20 per share.

The Board will convene an extraordinary general meeting after definitive agreements are executed to obtain shareholder approval as a condition to completion of the Transaction. Shareholders representing more than 64% of the votes of the Company have expressed their support for, and intend to vote in favor of, the Transaction and, following completion of the Transaction, the subsequent distribution of excess cash to the Company shareholders.

Continuing business

24SevenOffice will retain the following companies and business units (the "Remaining Business"):

●        The Company's US business, consisting of 24SevenOffice US Inc., Masterplan ERP Inc., the MRP business (including the holding company 24SevenOffice MRP AS), and the rights to a forked version of the CRM business as at January 2025, but excluding the US intellectual property rights in respect of ERP and CRM (which, for clarity, will be transferred or licensed to the Target);

●        The Company's fintech business, consisting of (i) 24SevenOffice AI AS, (ii) 24SevenFinans AS, (iii) the Pay by 24SevenOffice software (previously Optin Pay), and (iv) the strategic partnership with Storebrand;

●        The Company's Danish business, consisting of 24SevenOffice Danmark A/S (formerly Innomate A/S) and its HCM SaaS business;

●        The debt collection business of Oflow AS (formerly Inkassopartner AS), excluding the Oflow debt collection software and license held by Oflow Group AS (which will, for clarity, remain part of the Target); and

●        The partly owned company Busy Technologies AS.

The Board believes that the value of the Remaining Business including the fintech technology, an exclusive distribution agreement to be agreed with the Target for the provision of financial services to the 24SevenOffice ERP customer base, the SaaS MRP software, and the CRM sales and marketing solution (campaign automation tool) represent a substantial value that could potentially be similar to that of the ERP software division being sold.

In particular, the value potential of fintech technology is reflected by the rapid growth these products have experienced since launch for comparable companies.

Through in-house development, previous acquisition of fintech technology from Optin Bank, strategic partnerships, and planned acquisitions, the Remaining Business possesses the necessary technology and expertise to successively launch these products over the next few years. The Transaction provides the Remaining Business with the strategic and financial capacity to effectively pursue this initiative effectively and gives 24SevenOffice the resources to secure the rollout of these services.

The timing to secure strong financing presents a prime opportunity, positioning 24SevenOffice perfectly to capitalize on future growth. With the right financial backing in place, the Remaining Business can accelerate strategic initiatives, unlock new markets, and enhance innovation within the fintech industry.

24SevenOffice Group AB will have an exclusive right to distribute fintech products to Target's customer base, which is expected to be an attractive customer acquisition strategy for the Remaining Business.

The Board considers the MRP solution to have reached a level of maturity that will enable international expansion into several new countries in the coming years, with minimal technical adaptations required. The MRP business has achieved market fit and identified a scalable growth formula for continued international growth.

Pareto Securities is acting as financial advisor to 24SevenOffice, and the Purchaser is advised by DNB Markets, a part of DNB Bank ASA.