Reference is made to Techstep ASA's ("Techstep" or the "Company") announcement on 6 May 2022 regarding its agreement to acquire 100 % of the shares in Crypho AS (the "Acquisition"). Techstep is pleased to confirm that it has today completed the Acquisition and assumed 100% ownership of Crypho.
The purchase price for the shares in Crypho, including repayment of certain shareholder loans, shall in accordance with the share purchase agreement for the Acquisition be settled by the issuance of new shares in Techstep, and the board of directors of Techstep has thus resolved to issue an aggregate of 1,498,018 new shares (the "Initial Consideration Shares") to the sellers of Crypho as settlement for the initial portion of the purchase price and certain shareholder loans. The Initial Consideration Shares were issued at a subscription price of NOK 3,2529 per share, which is equal to the 90-Day volume weighted average share price (VWAP) of the Techstep shares prior to the date of signing (3 May 2022) of the share purchase agreement relating to the Acquisition.
The Initial Consideration Shares are issued pursuant to the existing authorization for the Company's board of directors to increase the Company's share capital, as adopted at the general meeting held on 21 April 2022. Following the resolution, Techstep's new share capital will be NOK 211,127,848 divided into 211,127,848 shares, each with a par value of NOK 1. The Company will register the new share capital with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) and issue a separate announcement when the registration of the share capital increase is completed. The share capital increase announced yesterday of NOK 854,940 regarding the employee share purchase program will be registered in the Norwegian Register of Business Enterprises after the share capital increase related to the Crypho acquisition. When both of these two share capital increases are registered, Techstep's new share capital will be NOK 211,982,788 divided into 211,982,788 shares, each with a par value of NOK 1.
In addition to the initial portion of the purchase price, the parties have agreed that the sellers shall be entitled to a contingent consideration to be settled in the form of a maximum of 860,770 new shares in Techstep, if and to the extent the conditions for the contingent consideration are fulfilled. The contingent consideration is divided into three tranches, relating to certain technological debt handover items, certain product handover items and Crypho's monthly recurring software revenue at year-end 2022, respectively. The contingent consideration is to be settled in shares in Techstep at the same per share subscription price applicable to the initial portion of the purchase price.
For further information, please contact:
Anita Huun, CFO of Techstep: +47 924 11 563
About Techstep ASA
Techstep is a complete mobile technology enabler, making positive changes to the world of work; freeing people to work more effectively, securely, and sustainably. We help customers who want to work smarter, while also delivering on their ESG commitments. With more than 350 employees based in Norway, Sweden, Denmark, and Poland, we serve more than 2,000 enterprise customers in Europe. Techstep had NOK 1.3 billion in full year 2021 revenues, and is listed on the Oslo Stock Exchange under the ticker TECH. To learn more, please visit www.techstep.io.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Cathrine Birkenes, Head of Sustainability and Compliance on 1 June 2022 at 18.10 CEST.