Oslo, 21 October 2025: Spir Group ASA (the "Company") has today, through its
wholly owned subsidiary Ambita AS, entered into agreements for the acquisition
of Prosper AI Eiendom AS ("Prosper Eiendom") and the divestment of its
shareholding in Prosper AI AS ("Prosper AI") (jointly, the "Transaction"). As
part of the Transaction, Prosper AI will transfer its Real Estate Broker
Solutions to Prosper Eiendom through a statutory demerger (the "Demerger"). The
Transaction is subject to certain conditions, including the completion of the
Demerger, and is expected to close early in Q1 2026.
"We are very pleased to acquire Prosper AI's software towards real estate
brokers. This compliments the group's offerings to this segment, and will allow
our customers to save a significant amount of time when producing sales
prospectuses" says Per Haakon Lomsdalen, CEO of Spir Group.
The Transaction implies an enterprise value of Prosper Eiendom of NOK 50
million. Ambita owned 15% of the shares in Prosper Eiendom prior to the
Transaction, and acquires thus the remaining 85% of the shares in Prosper
Eiendom not already owned by Ambita. Ambita's 15% ownership in Prosper AI is
sold to Techbud AS for a fixed price of NOK 4 million. Furthermore, the sellers
of Prosper Eiendom are entitled to an earn-out payment of (i) up to NOK 60
million earned linearly if Prosper Eiendom reaches sales revenues in Norway of
up to NOK 30 million during the financial year 2026 and (ii) up to NOK 81
million earned linearly if Prosper Eiendom reaches sales revenues in Sweden of
up to NOK 81 million during the financial year 2027.
Half of the purchase price for the shares acquired in Prosper Eiendom will be
settled in cash on closing of the Transaction, while the remaining half of the
purchase price will be settled in two tranches to be settled on 30 June 2026 and
30 June 2027, respectively. The fixed purchase price of NOK 4 million that
Ambita will receive for the shares in Prosper AI will be set-off against the
cash portion of the purchase price to be paid by Ambita on closing. If Prosper
Eiendom reaches the sales revenues subject to the earn-out, payments under the
earn-out will become due in H1 2027 and H1 2028, respectively.
Prosper AI has developed an AI platform and a related business for the creation
of real estate prospectuses to be transferred to Prosper Eiendom in the
Demerger, and an AI platform for the insurance business. As part of the
Demerger, Prosper Eiendom grants Prosper AI a perpetual license to use the AI
platform for the creation of sales prospectuses outside of Norway and Sweden.
The AI platform for the insurance business is not part of the Transaction.
"At Spir, we have a leading expertise in AI and real estate, and our solutions
are used by nearly all parties involved in property transactions. As part of
Spir, Prosper Eiendom's solution will benefit from broader distribution and
increased impact. We have high expectations for this strategic initiative going
forward," says Lomsdalen.
The information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act. The stock exchange announcement was published
by Line Cecilie Stenseth, CFO Spir Group ASA, on 21 October 2025 at 13:27 hours
CEST on behalf of Spir Group ASA.
For further information, please contact:
Per Haakon Lomsdalen
Chief Executive Officer
Tel: +47 90 27 19 18
Email: per.lomsdalen@spirgroup.com
Line Cecilie Stenseth, CFO
Tel: +47 916 62 417
E-mail: line.stenseth@spirgroup.com
About Spir Group
Spir Group is a Nordic software house delivering mission critical software and
data within the real estate sector. Spir Group helps to streamline complex real
estate processes through specialized niche software and data. The Group's
customers range from real estate agents, banks, insurance companies, appraisers,
property developers, media companies, builders, property owners, engineers,
power companies, and building materials production companies. Our mission is to
help our customers streamline their operations and drive digitalization through
software, data and artificial intelligence.