La Hulpe – 21 October 2022, 7:00 a.m. CET – [INSIDE INFORMATION] Unifiedpost Group (Euronext: UPG) (Unifiedpost, or the Company) accomplished the acquisition of the German e-invoicing market chief Crossinx on April 9, 2021. In settlement with the former Crossinx shareholders, Unifiedpost now settles the earn-out obligations in trade for a one-time cost of € 4.829.792,94 by the issuance in combination of 1.277.723 new shares of Unifiedpost.
The unique transaction
In April 2021, Unifiedpost acquired with Crossinx a real-time data-driven e-invoice answer. By buying this expertise, the Unifiedpost options will now find a way to assist data-driven communication in its order-to-cash and procure-to-pay answer with substantive knowledge validation. These digital options are actually prepared for the market transition to knowledge e-invoices validated in real-time. This brings the Company forward of the market curve, actually with upcoming necessary e-invoicing regulation within the EU.
In addition to the expertise Unifiedpost achieved with the acquisition a direct entry to the massive DACH market (Germany, Austria, Switzerland) and might profit from the anticipated development alternatives. On prime of that, the Company can now serve company purchasers internationally with a full providing.
Unifiedpost acquired Crossinx in April 2021 with a money consideration and share consideration paid in April 2021. The former shareholders of Crossinx have been attainable entitled to a deferred conditional consideration of up to a most of € 60 million, partly payable in money and partly payable in shares. These earn-out funds have been due if sure income targets have been reached within the monetary years 2021, 2022 and 2023.
Current transaction particulars
Through an addendum dated 20 October 2022 to the share buy settlement, the events have determined to substitute any potential obligations by the Company to the former Crossinx shareholders in respect of any earn-amount by a one-time fastened cost of € 4.829.792,94 in combination. As the one-time cost is totally settled in shares of Unifiedpost, there isn’t any money cost by the Company. At an issuance worth of € 3,78 per share, this corresponds to 1.277.723 new shares which have been issued by the Company on 20 October 2022.
Pursuant to the addendum, the former Crossinx shareholders have agreed to a lock-up. For the 4 major former Crossinx shareholders (representing 65,77 % of the brand new shares), the lock-up will final for 12 months, with launch of fifty% of the brand new shares after 6 months, and 25% extra shares being launched three months thereafter. For the opposite former Crossinx shareholders the lock-up lasts 6 months, with launch of fifty% of the brand new shares after three months.
Related events
The former Crossinx shareholders embody Mr. Michael Kleindl and Mr. Marcus Laube as associated events. Mr. Kleindl is thru his firm First Performance AG at present a member of the Board of Directors of the Company and Mr. Marcus Laube is the Chief Sales Officer and member of the Management Committee of the Company. The announcement required by the associated celebration guidelines is ready out within the appendix.
Appendix
Public announcement pursuant to article 7:97, §4/1 of the Companies and Associations Code relating to the buy-out of the potential earn-out claims of former Crossinx shareholders
1. The Board of Directors of the Company held on 20 October 2022 determined to approve the addendum to the sale and buy settlement of 9 April 2021 between the former Crossinx shareholders and the Company.
Two of the former Crossinx shareholders embody (i) Mr. Michael Kleindl (by his firm KOMM Investment AG) and (ii) Mr. Marcus Laube. Following the completion of the acquisition of Crossinx, they’ve joined the Company. Mr. Michael Kleindl (by his firm First Performance AG) is at present a member of the Board of Directors of the Company and Mr. Marcus Laube is the Chief Sales Officer and member of the Management Committee of the Company.
Given their features, First Performance AG (with everlasting consultant Mr. Kleindl) and Mr. Laube qualify as associated events inside the that means of IFRS and article 7:97 CAC.
In this context, the Board of Directors utilized Article 7:97 of the Companies and Associations Code (“CAC”) relating to selections and transactions regarding a celebration associated to the Company. This provision implies, amongst different issues, the intervention of a committee of impartial administrators to give an opinion to the Board of Directors. The conclusion of this opinion is ready out on the finish of this communication.
In addition, this provision offers that when the choice or transaction includes a director, such individual can’t not participate within the deliberations or vote of the Board of Directors. Mr. Michael Kleindl (by his firm First Performance AG) determined not to be current on the Board of Directors which selected the transaction and did thus not take part within the deliberations or votes.
The Company has additionally utilized Article 7:96 CAC, relating to selections during which a director has a direct or oblique curiosity of a proprietary nature that’s opposed to the curiosity of the Company. This provision additionally offers that this director doesn’t take part within the deliberation or votes. The director involved is the one indicated within the earlier paragraph.
2. The addendum to the transaction documentation was signed on 20 October 2022. It offers that the former Crossinx shareholders shall obtain in combination 1.277.723 shares of the Company, changing the beforehand agreed potential earn-out quantities, if sure income targets have been reached within the monetary years 2021, 2022 and 2023.
Six of the thirty one Sellers (the “ESOP Sellers”), together with Mr Laube, have been celebration to an worker inventory possibility program in Crossinx earlier than the unique Crossinx transaction. Shortly earlier than the signing of the unique Crossinx transaction, the ESOP Sellers transformed their claims beneath the ESOP into precise Crossinx shares. Despite this conversion, Crossinx stays accountable as tax indemnitor for any wage taxes of the ESOP Sellers. As it is a persevering with obligation, it’s due to this fact agreed beneath the addendum that the worth of such taxes (“ESOP Charges”) are held again.
As a end result, the variety of new shares issued by the Company on 20 October 2022 quantities to 1.277.723 in combination (the “Effective Buy-Off Shares”), amongst which Mr Kleindl has obtained 20,98% shares and Mr Laube obtained 18,54% shares. These shares have been allotted proportionally primarily based on the former share share in Crossinx however making an allowance for the hold-back for the ESOP Sellers.
The issuance quantity per share is equal to the bottom buying and selling worth of the shares of the Company on the day that the brand new shares have been issued by the Company to the former Crossinx shareholders, i.e. € 3,78. The capital improve of the Company quantities to € 4.829.792,94.
As the worth of the shares relies on an open public market worth the place mechanism of provide and demand performs, the value must be seen as the present honest worth of the share as all buying and selling events are totally knowledgeable with identical monetary knowledge.
3. The new shares have been issued as registered shares and are topic to a lock-up interval.
The lock-up interval will rely on the share which the former Crossinx shareholder held in Crossinx prior to the unique transaction. Both the corporate of Mr. Kleindl and Mr. Laube will probably be topic to the prolonged lock-up of 12 month with staggering launch.
4. The instant early termination of the earn-out phrases beneath the unique Crossinx documentation and the coming into into the addendum facilitates the complete integration of Crossinx with the Company. In the absence thereof, the implementation of the corporate change and integration mission “one product, one company” could be delayed till the tip of the earn-out interval (i.e. 31 December 2023).
The change and integration mission is aimed to have a considerable operational and monetary impression on the Company. Further, the addendum will remove any potential future danger for the Company to pay earn-out. The addendum doesn’t embody any money cost by the Company.
5. A committee of all 5 impartial administrators of Unifiedpost has assessed the transaction described above, in accordance with Article 7:97 CAC, and has issued a written and substantiated opinion on this matter to the board of administrators of Unifiedpost. The conclusions of the opinion of the committee of impartial administrators are as follows:
“Based on the above argumentation, the Committee is of the opinion that the completion of the Crossinx Addendum Transaction resulting in an early termination of the Orginal Crossinx Agreement is in the best interest of the Company.
The early termination of the Original Crossinx Agreement is a necessary condition precedent if the Company wants to start to implement with immediate effect a change and integration project which is aimed and expected to have a substantial operational and financial impact on the Company that largely outweighs the disadvantage of the cost and dilutive effect of the new shares to be issued as provided for in the Crossinx Addendum Transaction.
In view of this, the Committee unanimously advises the Board of Directors of the Company to approve the Crossinx Addendum Transaction.”
Finally, the evaluation made by the auditor in accordance with Article 7:97 CAC reads as follows: Based on our evaluation, nothing has come to our consideration that causes us to consider that the monetary and accounting knowledge included within the opinion of the committee of impartial administrators dated 19 October 2022 and within the minutes of the conferences of the board of administrators dated 20 October 2022, justifying the proposed transaction, are usually not honest and ample in all materials respects in gentle of the data obtainable to us in reference to our engagement.
Financial Calendar 2022
- 10 November 2022 Publication Q3 2022 Business Update
- 30 November 2022 Investor Day 2022
Investor Relations & Media
Sarah Heuninck
+32 491 15 05 09
[email protected]
About Unifiedpost Group
Unifiedpost is a number one cloud-based platform for SME business companies constructed on “Documents”, “Identity” and “Payments”. Unifiedpost operates and develops a 100% cloud-based platform for administrative and monetary companies that enables real-time and seamless connections between Unifiedpost’s clients, their suppliers, their clients, and different events alongside the monetary worth chain. With its one-stop-shop options, Unifiedpost’s mission is to make administrative and monetary processes easy and sensible for its clients. Since its founding in 2001, Unifiedpost has grown considerably, increasing to workplaces in 32 international locations, with greater than 500 million paperwork processed in 2021, reaching over 1,600,000 SMEs and greater than 2,500 Corporates throughout its platform as we speak.
Noteworthy info and figures:
- Established in 2001, with a confirmed observe file
- 2021 turnover €171 million
- 1400+ workers
- Diverse portfolio of purchasers throughout all kinds of industries (banking, leasing, utilities, media, telecommunications, journey, social safety service suppliers, public organisations, and many others.) starting from giant internationals to SMEs
- Unifiedpost Payments, a completely owned subsidiary, is recognised as a cost establishment by the National Bank of Belgium
- Certified Swift accomplice
- International M&A observe file
- Listed on the regulated market of Euronext Brussels, image: UPG
(*) Warning about future statements: The statements contained herein could comprise forecasts, future expectations, opinions and different future-oriented statements in regards to the anticipated additional efficiency of Unifiedpost Group on the markets during which it’s energetic. Such future-oriented statements are primarily based on the present insights and assumptions of administration regarding future occasions. They naturally embody identified and unknown dangers, uncertainties and different components, which appear justified on the time that the statements are made however could probably end up to be inaccurate. The precise outcomes, efficiency or occasions could differ basically from the outcomes, efficiency or occasions that are expressed or implied in such future-oriented statements. Except the place required by the relevant laws, Unifiedpost Group shall assume no obligation to replace, elucidate or enhance future-oriented statements on this press launch within the gentle of recent info, future occasions or different components and shall not be held liable on that account. The reader is warned not to rely unduly on future-oriented statements.
