Knowit acquires Creuna – forming the largest digital agency in the Nordic region

The demand for digitalization has increased quickly in both the private and public sectors, as a result of changed customer behaviors in society. This has been further reinforced as a result of Covid-19. Knowit is already well-positioned, with a broad competence in system development and digital transformation. Through the acquisition of Creuna, with its strong position in digital design and tech, the offer will be even more competitive.

The merger and integration of Creuna’s operations with Knowit Experience will mean significant cost synergies, combined with new business opportunities, and is expected to support a favourable development of profitability going forward. Knowit expects the acquisition to be accretive to earnings per share as early as during 2021.

With Creuna’s local organizations, Knowit will strengthen its presence in all the Nordic countries. The acquisition will mean that Knowit strengthens its competitiveness significantly, as well as contributing to continued consolidation of the market.

“We can see that the shift to digital business models is accelerating among our clients. With reinforcement from Creuna, our offer in digital transformation becomes the strongest in the Nordic region. We are very much looking forward to welcoming our new colleagues from Creuna to Knowit”, says Per Wallentin, CEO of Knowit.

“Our ambition is to be the leading agency in data-driven customer experiences in the Nordic region. With the competence and passion that Creuna have for developing strong brands and user experiences, we are further strengthening our position. At the same time, we become an even more attractive employer with exciting development possibilities for our employees,” says Fredrik Ekerhovd, EVP Knowit Experience.

“The merger of Knowit and Creuna is an ambitious venture that will provide our employees with fantastic career opportunities. We share the same values and a passion to help our clients build strong brands and contribute to the development of digital business models” says Torstein Harildstad, Group CEO of Creuna.

The two organizations will be joined under the brand Knowit Experience.

Knowit Experience is a business area within Knowit with around 600 specialists in technology, design, and communication. Its customers are found in several different sectors, with a large part in the public sector, retail, and health.

Creuna is a Nordic digital agency with around 300 employees in Denmark, Norway, Sweden, and Finland. Net sales for the last 12 months amounted to 398 MSEK, and EBITA amounted to 21.5 MSEK.¹

The acquisition is conditional upon the approval from the competition authority in Norway, which is expected to be granted during the fourth quarter of 2020.

Financial information

The initial consideration amounts to approximately 178 MSEK on a cash and debt-free basis, of which 50 MSEK is paid in cash, and approximately 85 MSEK in the form of 356 856² newly issued shares in Knowit, at closing (corresponding to a dilution of approximately 2 per cent of the total number of shares outstanding in Knowit after the share issue), and around 43 MSEK is paid at the latest on 17 December 2021, either in cash or in newly issued Knowit shares. The consideration will be adjusted for net debt and normalized operating capital at closing. The adjustment for net debt and operating capital at closing is estimated to 10 MSEK and will be paid in the form of newly issued Knowit shares.²

Further, annual additional considerations may be payable, based on EBITA for the combined business area Knowit Experience, encompassing present Knowit Experience and Creuna, if EBITA exceeds certain base levels for the financial years 2021, 2022, and 2023, respectively. Knowit has the option of paying these additional considerations either in cash or in the form of newly issued Knowit shares.

Knowit will value the entire consideration, including the additional consideration, at fair value at closing, whereby the share portion will be based on the then-current Knowit share price on Nasdaq Stockholm. The consideration will be subject to continual revaluation, until the final payment of additional consideration has been made. Knowit estimates that additional considerations will be reported at around 163 MSEK in the acquisition balance sheet at closing.³

In case of a completed public offer for Knowit, accepted by at least 49 percent of shareholders, future additional consideration that is not yet paid is regulated in the agreement.

The acquisition is financed through available funds and a non-cash issue of preliminary 398 419 shares in Knowit to the seller. The Board intends to issue the share portion of the initial consideration based on the authorization granted to the Board by the AGM on April 28, 2020.

The acquisition is expected to be finalized during the fourth quarter 2020.

Creuna, during the twelve-month period that ended on September 30, 2020, had annual sales of 398 MSEK and EBITA of SEK 21.5 million.⁴ Knowit Experience, during the same period, had annual sales of 823 MSEK and an EBITA of SEK 90.5 million (corresponding to an EBITA margin of 11 percent). Knowit estimates that annual cost synergies resulting from the acquisition will, from 2021, be around 40 MSEK as compared with the existing structure. One-time costs related to the synergies are expected to amount to 17 MSEK. A significant part of the cost synergies is due to the acquisition encompassing the local subsidiaries, while Creuna A/S, which currently is the parent company of the Creuna Group, and the seller in the transaction, will not be acquired. In addition to the calculated cost synergies, the merger of the operations is expected to have significant revenue synergies, which have not been quantified.

Knowit estimates that the acquisition, including cost synergies compared with the current structure, will be accretive to earnings per share as early as in 2021.

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1) The acquisition of Creuna means that Knowit is acquring the operating companies Creuna AB, Creuna AS, Creuna Denmark A/S and Creuna Finland Oy Ab.

2) Based on the average volume-weighted share price for Knowit’s share on Nasdaq Stockholm for each day during the ten trading days immediately preceding the day of signing of the share purchase agreement.

3) The estimate is based on a WACC of 7.7%.

4) Refers to the operating companies Creuna AB, Creuna AS, Creuna Denmark A/S, and Creuna Finland Oy Ab.