W5 Solutions pays an additional purchase price to the seller of ArcQor AB through a directed share issue.
The board of directors of W5 Solutions AB (publ) ("W5 Solutions") has today resolved on a directed issue of 229,058 shares to the seller of ArcQor AB ("ArcQor") in order to pay the first additional purchase price in accordance with what was stated in W5 Solutions' press release on 31 January 2023. The subscription price amounts to approximately SEK 93.66 per share.
In accordance with what was stated in W5 Solutions' press release on 31 January 2023, there is an obligation for W5 Solutions to, under certain conditions, through newly issued shares in W5 Solutions, pay one or more additional purchase prices to the seller of ArcQor, which together are estimated to amount to approximately SEK 45 million.
The measurement period for the target achievement of ArcQor's operating profit (EBIT) as regards the first earn-out payment has ended, whereby it has been calculated that the seller of ArcQor is entitled to an earn-out payment amounting to SEK 21,453,733.
The board of directors of W5 Solutions has therefore resolved to pay the estimated additional purchase price through a new issue of 229,058 shares in W5 Solutions based on the authorisation from the annual general meeting 2023.
W5 Solution's share capital will thus increase by SEK 11,452.90, from SEK 745,821.70 to SEK 757,274.60. The number of shares in W5 Solution will thereby increase by 229,058, from 14,916,434 to 15,145,492.
The new shares in W5 Solutions are issued at a subscription price of approximately SEK 93.66 per share, which has been determined in accordance with the share purchase agreement at the volume weighted average price of W5 Solutions' share during the period of 30 trading days ending three banking days prior to the issue resolution (i.e. the trading days during the period from 31 January 2024 up to and including 12 March 2024).
W5 Solutions may pay a second earn-out in different tranches based on ArcQor's total operating profit (EBIT) for the period 2024-2027, depending on the achievement of certain pre-determined targets.