Gofore Plc: Gofore strengthens its growth in intelligent industry services with the acquisition of the entire share capital of Devecto Oy – Gofore directs share issue as part of the payment of the purchase price

GOFORE PLC STOCK EXCHANGE RELEASE INSIDE INFORMATION 3 JANUARY 2022 AT 11:45

Gofore strengthens its growth in intelligent industry services with the acquisition of the entire share capital of Devecto Oy – Gofore directs share issue as part of the payment of the purchase price

Gofore Plc has acquired the entire share capital of Devecto Oy, a company specialised in software development and testing of smart devices and machinery, and related testing systems. With the acquisition, Gofore strengthens both its position in the private sector and its services within industrial digital transformation. Gofore and the owners of Devecto Oy have signed the agreement today 3 January 2022 and the transaction has been executed immediately.

Devecto employs 130 professionals in Jyväskylä, Espoo, Tampere, Oulu and Kajaani. For the financial year of 2021, the company’s net sales are estimated to reach approximately EUR 10.7 million and EBITDA approximately EUR 2.0 million. In 2020, the company’s net sales amounted to EUR 7.8 million and EBITDA to EUR 1.5 million. Devecto will continue to operate as an independent company and will be reported as part of the Gofore Group as of 3 January 2022. Gofore estimates a positive growth in Devecto’s net sales to continue in 2022.

Devecto provides demanding software design for smart devices and machinery, along with related services and tools. Industrial digitalisation solutions, software development for mobile machinery and embedded devices form the core competence of the company.

Devecto serves customers from requirements determination and service design to the development and quality assurance of entire systems and digital services. Devecto’s customer base includes companies such as Ponsse, Valtra, and ABB. Gofore expects to generate synergy benefits specifically from the cross-selling of services. Devecto will also be availing itself of the shared services of the Gofore Group to support its growth.

The purchase price of the share capital to be acquired amounts to EUR 21.0 million, consisting of the debt-free price of the business operations of EUR 20.0 million, and of compensation payable for the net cash and working capital adjustment, estimated to amount to approximately EUR 1.0 million. Gofore Plc will be paying 70% of the purchase price in cash and 30% in the form of share consideration. Also, an earnout has been agreed upon, based on Devecto’s profit for the year 2022. The maximum earnout shall amount to EUR 5 million and, in case it materializes, will be payable in the form of cash consideration during the first half of 2023.

One of the two founders of Devecto Oy, Harri Laukkanen, will assume the role of the Managing Director of Devecto as of 3 January 2022. The former Managing Director and the other founder Pasi Salonen will continue in the company to support the integration.

Mikael Nylund, CEO of Gofore, comments:

“Based on our strategy, we have been actively developing our private sector customer base and focused particularly on building an offering catering to the digitalisation of smart industry. For these purposes, Devecto’s expertise is an excellent addition to Gofore's service portfolio, and the resulting entity, Intelligent Industry, will comprise our smart industry service offering. Digital solutions and software are becoming increasingly important as digitalisation steers our customers' product development, IT and business development together. We want to act as part of this transformation as a digitalisation partner for our customers. That is why Devecto's expertise rooted in smart devices and telecommunications, as well as its customer relationships are especially valuable to us”.

Harri Laukkanen, Managing Director of Devecto as of 3 January 2022, comments:

"Devecto has grown rapidly, and we have recognized in our strategy that our growth requires both internationalisation and non-organic growth. Together with Gofore, we will assist industrial customers to be even more successful in comprehensive digital transformation. Professionally, the new family offers our experts new growth, novel development opportunities and career paths. What unites us is a human-driven way of thinking and working, and we share similar values. Gofore's recognizability and strong employer reputation also support the recruitment of new talent”.

The entire share capital of Devecto Oy was transferred to Gofore on 3 January 2022, and all of Devecto’s shareholders have through the transaction become owners of Gofore.

Pursuant to the share issue authorization granted by the Annual General Meeting of Shareholders on 26 March 2021, the Board of Directors of Gofore Plc resolved on 3 January 2022 to direct a share issue to the vendors of Devecto’s shares as part of the payment of the purchase price. In the share issue, a total of 271,958 new Gofore shares were subscribed at a subscription price of EUR 23.22 per share. The subscription price is based on the volume-weighted average price between 1 – 30 December 2021.

The new Gofore shares will be entered into the Trade Register approximately on 4 January 2022. Gofore has applied for the shares to be listed on the Main Market maintained by Nasdaq Helsinki Ltd, and trading in the new shares is expected to begin on or about 7 January 2022. Following the registration of the shares subscribed for in the share issue, the total number of Gofore shares shall be 15,344,043. The new shares represent approximately 1.8% of the company's share capital after the registration of the new shares.

Key figures of Devecto Oy 2020 and 2019

(EUR million)	2020	2019
Income statement
Net sales	7.83	5.94
EBITDA	1.48	1.05
Operating profit	1.47	1.04
Balance sheet	31 December 2020	31 December 2019
Non-current assets	0.03	0.03
Long-term receivables	0	0
Short-term receivables	2.10	1.41
Cash and equivalents	1.61	1.52
Assets total	3.73	2.96
Equity and liabilities
Shareholder’s equity	1.87	1.96
Long-term liabilities	0	0
Short-term liabilities	1.86	1.00
Equity and liabilities total	3.73	2.96

Further enquiries:

Mikael Nylund, CEO, Gofore Plc
tel. +358 40 540 2280
mikael.nylund@gofore.com

Harri Laukkanen, Managing Director, Devecto Oy, as of 3 January 2022
tel. +358 43 820 0482
harri.laukkanen@devecto.com

Gofore Plc is a digital transformation consultancy with over 900 impact-driven employees across Finland, Germany, Spain, and Estonia – top experts in our industry who are our company’s heart, brain, and hands. We use our holistic service offering – consulting, coding, design and verification – as tools to incite positive change. We care for our people, our customers, and the surrounding world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2020, our net sales amounted to EUR 78 million. Gofore Plc’s share is listed on the Nasdaq Helsinki Ltd. in Finland. Get to know us better at www.gofore.com.

Devecto Oy is a rapidly growing software development company. We specialise in demanding software design for smart devices and machinery, and related services and tools. We provide industrial digitalisation solutions, software development for mobile machinery, and embedded systems. We assist our customers from requirements determination and service design to development and quality assurance of entire systems and digital services. The company’s clientele rangers from leading international companies to start-ups. Devecto was established in 2014 and it has headquarters in Jyväskylä. www.devecto.com/en