ZetaDisplay: acquires ProntoTV AS in Norway continuing its journey towards becoming a leading European supplier of Digital Signage and makes a private placement in the amount of SEK 50 million.Sweden, 2016-08-22 08:55 CEST --
Summary
· On 22 of August 2016, ZetaDisplay entered into an agreement regarding the acquisition of ProntoTV AS, the largest supplier of Digital Signage in Norway.
· In 2015, ProntoTV had sales of approximately NOK 50.7 million with a positive EBITDA of NOK 11.6 million and operating earnings of NOK 8.6 million.
· The purchase price is NOK 75 million on a “debt-free basis” plus an earnings-based supplemental purchase price in a maximum amount of NOK 25 million which will be paid out at the beginning of 2018.
· The acquisition is being financed through a private placement of units in the amount of SEK 50 million together with debt financing amounting to SEK 30 million, totalling approximately SEK 80 million. ZetaDisplay is entitled to make payment of SEK 8 million of the purchase price in the form of ordinary shares in ZetaDisplay. In addition, the board of directors intends to resolve to carry out a rights issue of units in the amount of SEK 10 million on the same terms and conditions as those applicable to the private placement.
· The acquisition is contingent, among other things, on full financing being obtainable.
The acquisition is a further step in ZetaDisplay’s goal to establish itself as a leading supplier of Digital Signage on the European market. Together with ZetaDisplay’s existing operations in Norway, the merged operations will have a more leading position with a very strong customer base. ProntoTV’s customer base includes, among others, Reitan Group, Sparebank1, JCDecaux, Avinor, Norway Post, Vita and Boots Pharmacy. Through the acquisition, ZetaDisplay will significantly increase its growth and continue to be an active participant in the consolidation of its industry.
The background to the acquisition of ProntoTV
ZetaDisplay is currently a leading supplier to major chains in the retail trade and service industry. The company has over 50 employees and sales offices in Sweden, Denmark, Norway, Finland, Estonia, and the Netherlands. ZetaDisplay has a large customer base on the European market and its customers include Mercedes-Benz, Volkswagen, PostNord, EuroCash, Stockmann, HEMA, Hesburger, Kesko, Alko, Vianor, and MIO, etc.
ProntoTV is Norway’s largest and leading supplier of Digital Signage with over 15 years of experience in the industry and some 20 employees. The company enjoys a strong position in retail trade and a leading position in digital communications in public spaces where the company has made extensive installations for Flytoget in Norway, among others. ProntoTV has a stable business with skilled staff and their technical solution is developed with a strong focus on stability and scalability.
In 2015, ProntoTV had sales of approximately NOK 50.7 million and a positive EBITDA of NOK 11.6 million and operating earnings of NOK 8.6 million.
“The acquisition of ProntoTV is in line with ZetaDisplay’s plan for growth which calls for strong growth with profitability. With ProntoTV’s strong position in digital communications in public spaces and the transportation sector, we are also broadening our range of products with new verticals which we will offer to customers on several markets in Europe. Through the acquisition, ZetaDisplay is creating a corporate group which continues its journey towards growth with the aim of becoming a profitable and leading supplier in Europe of Digital Signage”, says Leif Liljebrunn, CEO of ZetaDisplay.
“For over 15 years, ProntoTV has been building up a strong position on the Norwegian market with a strong range of products offered to a broad customer base. It is in the best interests of both ProntoTV and our customers to consolidate two strong companies with a unique range of products in order to develop into an even stronger full-service supplier with an international presence. Together with ZetaDisplay, this will become reality and we will be able to offer complete solutions at the cutting edge of technology to our existing and new customers”, says ProntoTV Ola Sæverås, a partner at ProntoTV.
The ZetaDisplay group including ProntoTV
Had ProntoTV been consolidated pro forma on 1 January 2015, the new corporate group would have had sales in the 2015 financial year of approximately SEK 154 million with a positive EBITDA of approximately SEK 20 million, based on an exchange rate where NOK 1 equals SEK 1.
SEK millions 2015
Sales 154
Gross profit 82
EBITDA 20
Growth 16.2%
Gross margin in % 53.8%
Implementation of the acquisition of ProntoTV
The acquisition of ProntoTV is taking place through the acquisition by ZetaDisplay all of the shares in ProntoTV in exchange for a fixed cash purchase price of NOK 75 million on a “debt-free basis” plus an earnings-based supplemental purchase price which may be a maximum of NOK 25 million and which will be paid out in the beginning of 2018. The payment of the fixed purchase price will be made at the time of the transfer of the shares, which is anticipated to take place in September 2016. However, the transfer is contingent upon ZetaDisplay obtaining financing for the acquisition.
Financing of the acquisition of ProntoTV
Pursuant to authorization by the annual general meeting on 16 May 2016, the board of directors of ZetaDisplay has resolved to issue 500,000 units, where each unit consists of one preference share and one subscription warrant, disapplying shareholders’ pre-emption rights, which will provide the company with SEK 50 million. The share issue has been subscribed for by a limited group of institutional and private investors. The reason for disapplying shareholders’ pre-emption rights is to acquire capital for the acquisition of ProntoTV.
The subscription price per unit is SEK 100. Of the total subscription price per unit, the subscription price per preference share is SEK 100, entailing an annual return of 9% which is paid in the amount of SEK 2.25 four times annually. The warrants are thus issued without any consideration. Each warrant may be exercised for subscription for one ordinary share in September 2018 or September 2019 at a price of SEK 12 per ordinary share. The basis for the subscription price is the opinion of the board of directors as to what constitutes the market subscription price for the preference share given the annual preference dividend to which the holders of preference shares are entitled.
The share issue means that the number of shares in ZetaDisplay will increase from 12,228,250 to 12,720,250, broken down into 12,228,250 shares and 500,000 preference shares. The share capital will increase by SEK 500,000, from SEK 12,228,250 to a total of SEK 12,728,250. The share issue entails a dilution effect of approximately 3.9% of the share capital and approximately 0.4% of the voting capital.
ZetaDisplay is entitled to make payment of SEK 8 million of the purchase price in the form of ordinary shares in ZetaDisplay which will be issued to the seller at a subscription price of SEK 8 per ordinary share, corresponding to a discount of 9.60% of the volume-weighted average price on First North during the period commencing on 20 May 2016 up to and including 19 August 2016. The seller will, in such case, subscribe for ordinary shares, and the Board of Directors of ZetaDisplay will resolve to allocate ordinary shares, at the time of transfer.
In addition, ZetaDisplay has received a credit commitment totalling SEK 30 million for the purpose of implementing the acquisition. The loan financing is on market terms and conditions.
The company also intends to grant existing shareholders the opportunity to subscribe for units on the same terms and conditions as the aforementioned private placement through a rights issue in the amount of approximately SEK 10 million. Exact details regarding the number of units and the timetable for the rights issue will be provided by ZetaDisplay as soon as the issue resolution has been adopted, which is anticipated to take place shortly. More specific information regarding this will be provided by the company after the issue resolution has been adopted.
The complete terms and conditions and instructions for the rights issue will be available prior to the time for subscription in the rights issue.
ZetaDisplay will apply for admission of its preference shares for trading on Nasdaq First North.
Legal advisor
Fredersen Advokatbyrå is the legal advisor to ZetaDisplay in conjunction with the acquisition.
Alpha Corporate Finance and Aabo-Evensen & Co Law Firm have assisted Pronto Holding AS.
Please address any questions to:
ZetaDisplay AB (publ)
CEO Leif Liljebrunn
Tel: +46 70 845 80 52
Email: leif.liljebrunn@zetadisplay.com
The information contained in this press release is the type of information which ZetaDisplay is obligated to publish according to the Market Abuse Regulation. The information was caused to be published by Leif Liljebrunn on 22 August 2016 at 8:55 AM.
About ZetaDisplay
ZetaDisplay is a leading supplier of Digital Signage to major chains in the retailing and service sectors of the European market. The head office is in Sweden and there are sales offices located in Denmark, Norway, Finland, Estonia and the Netherlands. Since April 2011 the company’s shares have been traded on NASDAQ OMX First North Premier, using the ZETA abbreviation. The Certified Adviser is Erik Penser Bankaktiebolag. More information can be found at http://www.zetadisplay.com
About Digital Signage and multi-channel communication
ZetaDisplay defines Digital Signage as a system for advertising, profiling and retail store communication, which forwards audio, images and film related to retail stores and information in the public environment. A Swedish name for Digital Signage translates as digital retailing communications. Solutions based on digital displays form a large part of the market, but development is proceeding towards the utilisation of more digital channels to communicate customer offers and other information. This is a matter of solutions that are integrated into social media and web sites, and apps for smart mobile phones and tablets which create interaction with customers. Development is also progressing towards integrating solutions with retailers’ cash desks for automatic price updating and the automatic switching of offers on the digital displays.
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