Etteplan acquires Syncore, an embedded system specialist in Sweden – a directed share issue to the owners of the acquired company

ETTEPLAN OYJ, Stock Exchange Release, February 2 , 2022, AT 10.30.00 A.M. EET

Etteplan strengthens its position in Sweden and acquires Syncore Technologies AB, a technology services company focusing on embedded systems.The acquisition is in line with Etteplan’s growth strategy as it complements our expertise and increases our international presence.

As part of the financing of the transaction, Etteplan Oyj's Board of Directors, at its meeting held on February 1, 2022, made a conditional decision on the share issue based on the share issue authorization given to the Board of Directors by the Annual General Meeting on April 8, 2021. The directed share issue is related to the acquisition of Syncore Technologies AB. In accordance with the terms of the transaction, the purchase price will be paid through a share issue to the sellers and cash. The contract of sale, which was a condition of the decision, was signed today, February 2, 2022, and at the same time the sellers subscribed for 117 485 Etteplan new shares as a part payment for the purchase amount. The subscription price per share to be paid for the shares is EUR 16.42. (For more information on the terms of the directed issue, see the bulletin below.)

The acquisition strengthens Etteplan´s embedded systems project business in Sweden

Etteplan has acquired the Swedish technology services company Syncore, which specializes in advanced embedded systems. Through the acquisition, Etteplan will significantly strengthen its ability to deliver embedded solutions and software in Sweden and strengthen its project business expertise in embedded systems. The acquisition is a continuation to investments in digitalization and embedded systems and software development Etteplan has made during the recent years.

Founded in 2000, Syncore is specialized in advanced embedded systems projects such as design, hardware and software development, and product lifecycle services, especially for customers in the industrial systems, aerospace and defense industries.  In 2020, Syncore's net sales were approximately EUR 5 million and it employs 46 embedded systems experts in Linköping, Sweden. The parties have agreed not to publish the purchase price.

“Syncore´s very strong project expertise and extensive experience as a provider of design services and embedded solutions strengthens Etteplan's market position in Sweden and supports the development of Etteplan's Managed Services. The acquisition also expands our service offering and opens up many interesting growth prospects for both Etteplan and Syncore, ”says Juha Näkki, President and CEO of Etteplan.

Following the acquisition, Etteplan employs more than 800 experts in embedded systems and software development, including over 150 in Sweden. In total, Etteplan employs close to 700 experts in Sweden.

“With the acquisition, our project expertise in Sweden will be significantly strengthened and together we will form an interesting supplier for Swedish and international customers. We already have common clients and we have worked on joint projects. I would like to warmly welcome Syncore´s professional experts to Etteplan and continue the cooperation that has already begun, ” says Tero Leppänen, Etteplan's Senior Vice President of Software and Embedded Solutions.

”We see a lot of opportunities for collaboration – as a part of Etteplan, we can reach more customers, and execute more complex projects. This also gives our business and colleagues diverse opportunities for development and growth, ” Mattias From, CEO of Syncore says

Directed share issue to Syncore´s owners

At its meeting held on February 1, 2022, the Board of Directors of Etteplan Oyj (the "Company") made a conditional decision on the directed share issue based on the share issue authorization granted to the Board by the Annual General Meeting on April 8, 2021. The directed share issue is related to the acquisition of Syncore Technologies AB. In accordance with the terms of the transaction, the purchase price will be paid through a share issue to the sellers and cash.

The contract of sale, which was a condition of the decision, was signed today, February 2, 2022, and at the same time the seller subscribed for 117 485 Etteplan shares as a part payment for the purchase price. The subscription price per share to be paid for the shares is EUR 16.42. Payment for the subscription price was made by set off against the acquisition debt from the Company. The company's unrestricted equity will increase by EUR1, 929, 103.70.

The new shares subscribed for in the directed share issue will be registered in the Trade Register on approximately 19.4.2022 and in the book-entry system maintained by Euroclear Finland Oy on approximately 2.5. 2022. The shares will be applied for public trading once the said registrations have been completed. However, trading in the new shares will only be possible after three years, when the transfer restriction agreed upon in connection with the transaction has expired.

The subscription prices of the shares will be recorded in full in the Company's invested unrestricted equity fund, and the share capital will not be increased in connection with the issue. The total number of Etteplan shares after the issue is 25 200 793. The shares to be issued represent approximately 0.47 percent of the total number of the Company's shares prior to the issue and approximately 0.47 percent of the total amount after the issue. The new shares are entitled to a dividend starting from the financial year 2022.After the issue, the Board of Directors may, based on the authorization of the Annual General Meeting, decide to issue a maximum of 2 262 515 shares.

Espoo, Finland, February 2, 2022

Etteplan Oyj

Board of Directors

Distribution:
Nasdaq Helsinki
Major media
www.etteplan.com

Additional information:
Juha Näkki, President and CEO, tel. +358 10 307 2077
Outi Torniainen, SVP, Communications and Marketing, tel. +358 10 307 3302